424B3 1 f424b30823_greenfire.htm PROSPECTUS

Filed Pursuant to Rule 424(b)(3)
Registration No.: 333
-271381

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF M3-BRIGADE ACQUISITION III CORP. AND PROSPECTUS FOR 73,779,303 COMMON SHARES, 7,526,667 WARRANTS AND 7,526,667 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS OF GREENFIRE RESOURCES LTD.

PROPOSED BUSINESS COMBINATION — YOUR PARTICIPATION IS VERY IMPORTANT

Dear Stockholders and Warrantholders of M3-Brigade Acquisition III Corp.:

You are cordially invited to attend the meeting (the “MBSC Stockholders’ Meeting”) of stockholders of M3-Brigade Acquisition III Corp. (“MBSC” and such stockholders, the “MBSC Stockholders”), which will be held virtually at 9:00 a.m., Eastern Time, on September 11, 2023, at https://www.cstproxy.com/m3brigadeiii/2023, or such other date, time and place to which such meeting may be adjourned, and/or the meeting (the “MBSC Warrantholders’ Meeting”) of warrantholders of MBSC (the “MBSC Warrantholders”), which will be held virtually at 9:30 a.m., Eastern Time, on September 11, 2023, at https://www.cstproxy.com/m3brigadeiii/whm2023, or such other date, time and place to which such meeting may be adjourned.

On December 14, 2022, MBSC, Greenfire Resources Ltd., an Alberta corporation (“New Greenfire”), DE Greenfire Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Greenfire (“DE Merger Sub”), 2476276 Alberta ULC, an Alberta unlimited liability corporation and a direct, wholly-owned subsidiary of New Greenfire (“Canadian Merger Sub” and, together with New Greenfire and DE Merger Sub, each an “Acquisition Entity” and, together, the “Acquisition Entities”), and Greenfire Resources Inc., an Alberta corporation (“Greenfire”) entered into a Business Combination Agreement (as amended on April 21, 2023 and June 15, 2023, and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement,” and the transactions contemplated thereby, collectively, the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the plan of arrangement attached hereto as Annex O (the “Plan of Arrangement”), (i) Canadian Merger Sub will amalgamate with and into Greenfire pursuant to the Plan of Arrangement (the “Amalgamation”), except that the legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation (“Surviving Greenfire”), and Surviving Greenfire will become a direct, wholly-owned subsidiary of New Greenfire and (ii) DE Merger Sub will merge with and into MBSC (the “Merger”), with MBSC continuing as the surviving corporation following the Merger (“Surviving MBSC”), as a result of which Surviving MBSC will become a direct, wholly-owned subsidiary of New Greenfire.

The transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and the Ancillary Documents (collectively, the “Transactions”) are structured as follows:

        prior to the effectiveness of the Merger, by way of a statutory plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Alberta) (the “ABCA”), Greenfire will complete a number of corporate steps as described below pursuant to the Plan of Arrangement, whereby (i) the holders of Greenfire Common Shares (“Greenfire Shareholders”) will receive a number of common shares in the capital of New Greenfire (“New Greenfire Common Shares”) as Share Consideration (as defined below) and a cash payment equal to their pro rata share of $75,000,000 (“Cash Consideration”), in exchange for their Greenfire Common Shares, all as determined in accordance with the Plan of Arrangement, (ii) a certain portion of the outstanding warrants (“Greenfire Performance Warrants”) to purchase Greenfire Common Shares issued pursuant to the Greenfire Equity Plan, whether vested or unvested, that are held by each holder of such Greenfire Performance Warrants (the “Greenfire Performance Warrantholders”) will be deemed to be cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Performance Warrantholders, as determined in accordance with the Plan of Arrangement, and the remaining Greenfire Performance Warrants will be converted into New Greenfire Performance Warrants with substantially the same terms as the Greenfire Performance Warrants as adjusted in accordance with the Plan of Arrangement, (iii) Canadian Merger Sub will amalgamate with and into Greenfire pursuant to the Plan of Arrangement, except that the legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation, and (iv) Surviving Greenfire will become a direct, wholly-owned subsidiary of New Greenfire;

 

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        in accordance with the terms of that certain Warrant Agreement, dated as of August 12, 2021, between GAC Holdco Inc. (n/k/a Greenfire Resources Inc.), as issuer, and The Bank of New York Mellon, as warrant agent (as may be amended from time to time, the “Greenfire Warrant Agreement”), as amended by the First Greenfire Supplemental Warrant Agreement entered into between Greenfire and The Bank of New York Mellon, as warrant agent, amending the Greenfire Warrant Agreement (the “Greenfire Supplemental Warrant Agreement”): (a) a certain number of warrants to purchase common shares in the capital of Greenfire (“Greenfire Common Shares”) that are outstanding, unexercised and issued pursuant to the Greenfire Warrant Agreement (“Greenfire Bond Warrants”) held by each holder of Greenfire Bond Warrants will be deemed to be cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to holders of Greenfire Bond Warrants as determined in accordance with the Greenfire Supplemental Warrant Agreement, following which (b) each remaining Greenfire Bond Warrant will be deemed to be exercised for Greenfire Common Shares pursuant to the terms of the Greenfire Supplemental Warrant Agreement as amended by the Greenfire Supplemental Warrant Agreement, and each former holder of Greenfire Bond Warrants will, following the Amalgamation and in exchange for such Greenfire Common Shares, receive New Greenfire Common Shares as determined in accordance with the Greenfire Supplemental Warrant Agreement; and

        on the Closing Date, following the consummation of the transactions described above, DE Merger Sub will merge with and into MBSC, with MBSC continuing as the surviving corporation following the Merger, as a result of which Surviving MBSC will become a direct, wholly-owned subsidiary of New Greenfire, with the equityholders of MBSC receiving consideration as described below.

The number of New Greenfire Common Shares comprising the “Share Consideration” will equal the quotient of: (a) (i) the Greenfire Pre-Money Equity Value (equal to (A) the Greenfire Enterprise Value ($950,000,000), minus (B) the Greenfire Net Indebtedness ($170,000,000)), minus (ii) the Cash Consideration, minus (iii) the amount of unpaid transaction expenses of MBSC and Greenfire (subject to specified caps), minus (iv) an amount equal to the number of shares of MBSC Class B common stock, par value $0.0001 per share (“MBSC Class B Common Shares”), issued and outstanding at the effective time of the Merger (the “Merger Effective Time”) (other than any Excluded MBSC Class A Common Shares (as defined below), and giving effect to the MBSC Sponsor Class B Share Forfeitures (as defined below)) multiplied by $10.10, divided by (b) $10.10.

Prior to the Merger Effective Time on the Closing Date, the following transactions will occur pursuant to the Plan of Arrangement:

        The Shareholders Agreement among Greenfire and certain Greenfire Shareholders, dated August 5, 2021, will be terminated.

        Greenfire Shareholders exercising dissent rights pursuant to the Plan of Arrangement will have their Greenfire Common Shares cancelled, and such Greenfire Shareholders will cease to have any rights as Greenfire Shareholders other than the right to be paid fair value for such Greenfire shares as set forth in the Plan of Arrangement.

        Annapurna Limited, Spicelo Limited, Modro Holdings LLC and Allard Services Limited (the “Greenfire Founders”) will: (i) receive a dividend equal to the pro rata share of the Cash Consideration payable to Greenfire Founders; (ii) have their Greenfire Common Shares consolidated, and (iii) thereafter receive New Greenfire Common Shares, in exchange for their Greenfire shares all as determined in accordance with the Plan of Arrangement.

        All holders of Greenfire Common Shares other than the Greenfire Founders (the “Greenfire Employee Shareholders”) will, through a series of transactions: (i) receive a cash payment equal to the pro rata share of the Cash Consideration payable to Greenfire Employee Shareholders in consideration for a portion of the Greenfire Common Shares held by such Greenfire Employee Shareholders; and (ii) receive New Greenfire Common Shares, in exchange for a portion of their Greenfire shares, all as determined in accordance with the Plan of Arrangement.

 

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        The Greenfire Performance Warrantholders will have a portion of their Greenfire Performance Warrants cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Performance Warrantholders, and the remaining Greenfire Performance Warrants will be converted into New Greenfire Performance Warrants, in exchange for their Greenfire Performance Warrants all as determined in accordance with the Plan of Arrangement.

        Greenfire and Canadian Merger Sub will complete the Amalgamation to form one corporate entity with the same effect as if they had amalgamated under the ABCA except that the separate legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation.

        Upon the Amalgamation, the Greenfire Equity Plan will be deemed to be amended and restated by the New Greenfire Performance Warrant Plan.

        5,000,000 New Greenfire Warrants, with an expiration date that is five years from the Closing of the Business Combination, will be issued to the pre-Merger holders of New Greenfire Common Shares and New Greenfire Performance Warrants in each case in the numbers determined in accordance with the Plan of Arrangement.

        The directors of New Greenfire immediately prior to the Merger Effective Time will resign and be replaced by a slate of directors to be determined prior to the Merger Effective Time, each to hold office until their respective term expires in accordance with the articles of incorporation of New Greenfire, or until their successors are elected or appointed.

The disposition of securities of MBSC and DE Merger Sub will occur as set forth below. As used herein, “MBSC Warrants” refer to warrants to purchase one MBSC Class A Common Share at an exercise price of $11.50 per share, subject to adjustment, on the terms and subject to the conditions set forth in the Private Warrant Agreement, dated October 21, 2021, between MBSC and Continental Stock Transfer and Trust Company, as warrant agent (the “MBSC Private Warrant Agreement”) and the Public Warrant Agreement, dated October 21, 2021, between MBSC and Continental Stock Transfer and Trust Company, as warrant agent (the “MBSC Public Warrant Agreement”). “MBSC Private Placement Warrants” refer to the warrants issued to M3-Brigade Sponsor III LP, a Delaware limited partnership (the “MBSC Sponsor”) and to Cantor Fitzgerald & Co. (“Cantor”) in a private placement simultaneously with the closing of MBSC’s initial public offering (the “MBSC IPO”). “MBSC Public Warrants” refer to MBSC Warrants held by any persons other than the MBSC Sponsor and Cantor.

Immediately prior to the Merger, the following will occur:

        If the amount of the New Greenfire Debt Financing issued at the Closing exceeds $25,000,000, then 750,000 MBSC Class B Common Shares held by the MBSC Sponsor, will be forfeited and cancelled for no consideration;

        2,500,000 MBSC Class B Common Shares held by the MBSC Sponsor will be forfeited and cancelled for no consideration (the bullet above and this bullet, together, the “MBSC Sponsor Class B Share Forfeitures”); and

        3,260,000 MBSC Private Placement Warrants held by the MBSC Sponsor will be forfeited and cancelled for no consideration (the “MBSC Sponsor Warrant Forfeiture”).

To the extent any units of MBSC issued in the MBSC IPO (“MBSC Units”) remain outstanding and unseparated, immediately prior to the Merger Effective Time, the MBSC Class A Common Shares and MBSC Public Warrants comprising each such issued and outstanding MBSC Unit immediately prior to the Merger Effective Time will be automatically separated (the “Unit Separation”) and the holder of each MBSC Unit will be deemed to hold one MBSC Class A Common Share and one-third (1/3) of one MBSC Public Warrant. The MBSC Class A Common Shares and MBSC Public Warrants held following the Unit Separation will be converted as described below in accordance with the Business Combination Agreement.

 

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In addition, immediately prior to the Merger Effective Time, but subsequent to the Unit Separation, MBSC will redeem all of the MBSC Public Warrants at $0.50 per MBSC Public Warrant (the “MBSC Public Warrant Redemption”), which redemption will be effected by MBSC by way of an amendment to the MBSC Public Warrant Agreement if the proposal to effectuate such amendment is approved by holders of MBSC Public Warrants (“MBSC Public Warrantholders”). Pursuant to certain Investor Support Agreements, dated December 14, 2022, holders of a majority of the MBSC Public Warrants have agreed to vote in favor of the proposal to effectuate such amendment, and accordingly the proposed amendment is expected to be adopted.

At the Merger Effective Time, by virtue of the Merger and without any further action on the part of the parties or any other person, the following will occur:

        Each issued and outstanding share of MBSC Class A common stock, par value $0.0001 per share (the “MBSC Class A Common Shares”), other than any Excluded MBSC Class A Common Shares (as defined below) and after giving effect to the MBSC Stockholder Redemption and the amount of PIPE Financing consisting of subscriptions for MBSC Class A Common Shares, if any, pursuant to the Subscription Agreements, will be automatically converted into and exchanged for the right to receive (i) if an amount in cash less than or equal to $100,000,000 is remaining in MBSC’s trust account (the “Trust Account”) after giving effect to the MBSC Stockholder Redemption, one New Greenfire Common Share and (ii) if an amount in cash greater than $100,000,000 is remaining in the Trust Account after giving effect to the MBSC Stockholder Redemption, (A) a fraction of a New Greenfire Common Share equal to $100,000,000 divided by the amount in the Trust Account after giving effect to the MBSC Stockholder Redemption, and (B) an amount in cash equal to the quotient of (I) the amount in the Trust Account after giving effect to the MBSC Stockholder Redemption that exceeds $100,000,000 minus the MBSC Extension Amount at the Merger Effective Time divided by (II) the number of MBSC Class A Common Shares (other than any Excluded MBSC Class A Common Shares and after giving effect to the MBSC Stockholder Redemption and the amount of PIPE Financing consisting of subscriptions for MBSC Class A Common Shares, if any, pursuant to the Subscription Agreements);

        each issued and outstanding MBSC Class B Common Share (after giving effect to the MBSC Sponsor Class B Share Forfeitures and any other transfer of MBSC Class B Common Shares in connection with the Closing) will be automatically converted into and exchanged for the right to receive (i) one New Greenfire Common Share and (ii) an amount in cash equal to the quotient of (A) the MBSC Working Capital plus the MBSC Extension Amount at the Merger Effective Time divided by (B) the number of MBSC Class B Common Shares outstanding at the Closing;

        each MBSC Private Placement Warrant that is issued and outstanding immediately prior to the Merger Effective Time (after giving effect to the MBSC Sponsor Warrant Forfeiture and any other forfeitures of MBSC Warrants in connection with the Closing) will be automatically and irrevocably converted into one warrant to purchase a New Greenfire Common Share (a “New Greenfire Warrant”) on the same terms as were in effect immediately prior to the Merger Effective Time pursuant to the MBSC Private Warrant Agreement;

        each share of common stock, par value $0.01 per share, of DE Merger Sub that is issued and outstanding immediately prior to the Merger Effective Time will convert automatically into one share of common stock, par value $0.01 per share, of Surviving MBSC; and

        each MBSC Class A Common Share held in MBSC’s treasury or owned by Greenfire or any other wholly-owned subsidiary of Greenfire or MBSC immediately prior to the Merger Effective Time (each, an “Excluded MBSC Class A Common Share”), will be cancelled for no consideration.

MBSC Stockholders’ Meeting

At the MBSC Stockholders’ Meeting, MBSC Stockholders will be asked to consider and vote upon a proposal (the “Business Combination Proposal” or “MBSC Stockholder Proposal No. 1”) to approve the Business Combination Agreement, a copy of which is attached to the accompanying Registration Statement/Proxy Statement as Annex A, and the Business Combination.

 

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In connection with the submission of the Business Combination to a shareholder vote, the MBSC Sponsor has agreed to vote its MBSC Class B Common Shares owned by it in favor of the Business Combination.

In addition to the Business Combination Proposal, MBSC Stockholders are being asked to consider and vote upon a proposal to approve the adjournment of the MBSC Stockholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” or “MBSC Stockholder Proposal No. 2” and, together with the Business Combination Proposal, the “MBSC Stockholder Proposals”). If put forth at the MBSC Stockholders’ Meeting, the Adjournment Proposal will be the only Proposal voted upon and the Business Combination Proposal will not be submitted to the MBSC Stockholders for a vote at the MBSC Stockholders’ Meeting.

Each of the MBSC Stockholder Proposals is more fully described in the accompanying Registration Statement/Proxy Statement, which each MBSC Stockholder is encouraged to read carefully. The Business Combination is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of the Business Combination Proposal.

The MBSC Class A Common Shares and MBSC Warrants, which are exercisable for MBSC Class A Common Shares under certain circumstances, are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “MBSC” and “MBSC WS,” respectively. In addition, certain of the MBSC Class A Common Shares and MBSC Public Warrants (as defined in the accompanying Registration Statement/Proxy Statement) currently trade as MBSC Units, consisting of one MBSC Class A Common Share and one-third of one MBSC Public Warrant, and are listed on the NYSE under the symbol “MBSC.U.” New Greenfire intends to list the New Greenfire Common Shares on the NYSE. It is anticipated that upon the Closing, the New Greenfire Common Shares will be listed on the NYSE under the ticker symbol “GFR”.

MBSC Warrantholders’ Meeting

At the MBSC Warrantholders’ Meeting, holders of MBSC Public Warrants will be asked to consider and vote on a proposal to approve an amendment to the terms of the MBSC Public Warrant Agreement in the form attached as Annex M hereto to provide that, upon the Closing, each MBSC Public Warrant, which entitles the holder thereof to purchase one share of MBSC Class A Common Stock, will be exchanged by such holder with MBSC for cash in the amount of $0.50 per MBSC Public Warrant (the “Warrant Amendment Proposal”). Pursuant to the Investor Support Agreements, dated December 14, 2022, holders of a majority of the MBSC Public Warrants have agreed to vote in favor of the Warrant Amendment Proposal, and accordingly the proposed amendment is expected to be adopted.

MBSC is providing the accompanying Registration Statement/Proxy Statement and accompanying proxy cards to MBSC Stockholders and MBSC Warrantholders in connection with the solicitation of proxies to be voted at the MBSC Stockholders’ Meeting and the MBSC Warrantholders’ Meeting, respectively, and at any adjournments or postponements thereof. Information about the MBSC Stockholders’ Meeting, the MBSC Warrantholders’ Meeting the Business Combination and other related business to be considered by MBSC Stockholders at the MBSC Stockholders’ Meeting and MBSC Warrantholders’ Meeting is included in the accompanying Registration Statement/Proxy Statement. Whether or not you plan to attend the MBSC Stockholders’ Meeting or MBSC Warrantholders’ Meeting, all MBSC Stockholders are urged to read carefully and in its entirety the accompanying Registration Statement/Proxy Statement, including the annexes and the accompanying financial statements of New Greenfire, Greenfire and MBSC. In particular, you are urged to carefully read the section entitled “Risk Factors” beginning on page 56 of the accompanying Registration Statement/Proxy Statement.

A transaction committee (the “Transaction Committee”) comprised solely of independent directors was established by the Board of Directors of MBSC (the “MBSC Board”) and authorized, among other things, to develop, assess and negotiate the terms of potential Initial Business Combinations, including the Business Combination, and to make a recommendation to the full MBSC Board as to whether MBSC should enter into any such potential Initial Business Combination. The MBSC Board, based in part on the unanimous recommendation of the Transaction Committee, has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that MBSC Stockholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other MBSC

 

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Stockholder Proposals presented to MBSC Stockholders in the accompanying Registration Statement/Proxy Statement. The MBSC Board also unanimously recommends that MBSC Warrantholders vote “FOR” the Warrant Amendment Proposal. When you consider the MBSC Board’s recommendation of these proposals, you should keep in mind that certain members of MBSC management have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.

Your vote is very important, regardless of the number of MBSC Common Shares or MBSC Public Warrants you own. To ensure your representation at the MBSC Stockholders’ Meeting and/or the MBSC Warrantholders’ Meeting, please complete, sign, date and return the enclosed applicable proxy card in the postage-paid envelope provided or submit your proxy by telephone or over the internet by following the instructions on your proxy card. If you hold your MBSC Common Shares or MBSC Public Warrants in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the MBSC Stockholders’ Meeting or the MBSC Warrantholders’ Meeting, but in any event, no later than September 10, 2023 at 11:59 p.m., Eastern Time (with respect to the MBSC Stockholders’ Meeting) or September 10, 2023 at 11:59 p.m., Eastern Time (with respect to the MBSC Warrantholders’ Meeting).

On behalf of the MBSC Board, I would like to thank you for your support of M3-Brigade Acquisition III Corp. and look forward to a successful completion of the Business Combination.

Sincerely,

   

/s/ Mohsin Y. Meghji

   

Mohsin Y. Meghji
Executive Chairman of the Board of Directors
August 14, 2023

   

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING REGISTRATION STATEMENT/PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING REGISTRATION STATEMENT/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investing in MBSC and New Greenfire securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in the accompanying Registration Statement/Proxy Statement and under similar headings or in any amendment or supplement to the accompanying Registration Statement/Proxy Statement.

New Greenfire is a “foreign private issuer” under the Exchange Act and therefore is exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Accordingly, after the Business Combination, New Greenfire Shareholders (as defined in the accompanying Registration Statement/Proxy Statement) may receive less or different information about New Greenfire than they would receive about a U.S. domestic public company. See “Risk Factors — General Risk Factors Related to Greenfire/New Greenfire — New Greenfire is a “foreign private issuer” under U.S. securities law and therefore will be exempt from certain requirements applicable to U.S. domestic registrants listed on the NYSE.

The accompanying Registration Statement/Proxy Statement is dated August 14, 2023, and is expected to be first mailed or otherwise delivered to MBSC Stockholders on or about August 14, 2023.

 

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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this Registration Statement/Proxy Statement describes other than those contained in this Registration Statement/Proxy Statement, and, if given or made, the information or representation must not be relied upon as having been authorized by New Greenfire, MBSC or Greenfire. This Registration Statement/Proxy Statement does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this Registration Statement/Proxy Statement nor any distribution of securities made under this Registration Statement/Proxy Statement will, under any circumstances, create an implication that there has been no change in the affairs of New Greenfire, MBSC or Greenfire since the date of this Registration Statement/Proxy Statement or that any information contained herein is correct as of any time subsequent to such date.

 

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M3-BRIGADE ACQUISITION III CORP.

1700 Broadway, 19th Floor New York, NY 10019

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF M3-BRIGADE ACQUISITION III CORP.

TO BE HELD SEPTEMBER 11, 2023

To the stockholders of M3-Brigade Acquisition III Corp. (“MBSC”):

NOTICE IS HEREBY GIVEN that the special meeting (the “MBSC Stockholders’ Meeting”) of stockholders of MBSC (the “MBSC Stockholders”) will be held virtually at 9:00 a.m., Eastern Time, on September 11, 2023, at https://www.cstproxy.com/m3brigadeiii/2023, or such other date, time and place to which such meeting may be adjourned.

At the MBSC Stockholders’ Meeting, MBSC Stockholders will be asked to consider and vote upon the following proposals:

        Business Combination Proposal — To consider and vote upon a proposal to approve the Business Combination Agreement, dated December 14, 2022 (as amended on April 21, 2023 and June 15, 2023, and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”) by and among MBSC, Greenfire Resources Ltd., an Alberta corporation (“New Greenfire”), DE Greenfire Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Greenfire (“DE Merger Sub”), 2476276 Alberta ULC, an Alberta unlimited liability corporation and a direct, wholly-owned subsidiary of New Greenfire (“Canadian Merger Sub” and, together with New Greenfire and DE Merger Sub, each an “Acquisition Entity” and, together, the “Acquisition Entities”), and Greenfire Resources Inc., an Alberta corporation (“Greenfire”), pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement attached thereto (the “Plan of Arrangement”), (i) Canadian Merger Sub will amalgamate with and into Greenfire pursuant to the Plan of Arrangement, except that the legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation (“Surviving Greenfire”), and Surviving Greenfire will become a direct, wholly-owned subsidiary of New Greenfire and (ii) DE Merger Sub will merge with and into MBSC (the “Merger”), with MBSC continuing as the surviving corporation following the Merger (“Surviving MBSC”), as a result of which Surviving MBSC will become a direct, wholly-owned subsidiary of New Greenfire (the “Business Combination Proposal” or “MBSC Stockholder Proposal No. 1”). A copy of the Business Combination Agreement is attached to this Registration Statement/Proxy Statement as Annex A.

        Adjournment Proposal — To approve the adjournment of the MBSC Stockholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” or “MBSC Stockholder Proposal No. 2” and, together with the Business Combination Proposal, the “MBSC Stockholder Proposals”). If put forth at the MBSC Stockholders’ Meeting, the Adjournment Proposal will be the only Proposal voted upon and the Business Combination Proposal will not be submitted to the MBSC Stockholders for a vote at the MBSC Stockholders’ Meeting.

The Business Combination is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of the Business Combination Proposal.

The record date for the MBSC Stockholders’ Meeting is July 31, 2023. Only holders of record of MBSC Class A Common shares, par value $0.0001 per share (the “MBSC Class A Common Shares”), and MBSC Class B Common Shares, par value $0.0001 per share (the “MBSC Class B Common Shares” and together with the MBSC Class A Common Shares, the “MBSC Common Shares”), at the close of business on July 31, 2023 are entitled to notice of, and to vote at, the MBSC Stockholders’ Meeting and any adjournments or postponements thereof.

 

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MBSC is providing the accompanying Registration Statement/Proxy Statement and accompanying proxy card to the MBSC Stockholders in connection with the solicitation of proxies to be voted at the MBSC Stockholders’ Meeting and at any adjournments of the MBSC Stockholders’ Meeting. Information about the MBSC Stockholders’ Meeting, the Business Combination and other related business to be considered by MBSC Stockholders at the MBSC Stockholders’ Meeting is included in the accompanying Registration Statement/Proxy Statement. Whether or not you plan to attend the MBSC Stockholders’ Meeting, all MBSC Stockholders are urged to read the accompanying Registration Statement/Proxy Statement, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 56 of the accompanying Registration Statement/Proxy Statement.

Whether or not you plan to attend the MBSC Stockholders’ Meeting, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or submit your proxy by telephone or over the internet by following the instructions on your proxy card. If your MBSC Common Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your MBSC Common Shares or, if you wish to attend the MBSC Stockholders’ Meeting and vote online, you must obtain a proxy from your broker or bank.

Pursuant to the MBSC Articles, a holder of MBSC Class A Common Shares issued as part of the unit sold in MBSC’s initial public offering (the “MBSC IPO,” such shares, the “MBSC Public Shares” and, holders of such MBSC Public Shares the “MBSC Public Stockholders”) may request that MBSC redeem all or a portion of its MBSC Public Shares for cash if the Business Combination is consummated. As a holder of MBSC Public Shares, you will be entitled to exercise your redemption rights if you:

(a)     hold MBSC Public Shares, or if you hold MBSC Public Shares through MBSC units sold in the MBSC IPO (the “MBSC Units”), you elect to separate your MBSC Units into the underlying MBSC Public Shares and MBSC Public Warrants prior to exercising your redemption rights;

(b)    submit a written request to Continental Stock Transfer & Trust Company, MBSC’s transfer agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your MBSC Public Shares for cash, and (ii) identify yourself as the beneficial holder of the MBSC Public Shares and provide your legal name, phone number and address; and

(c)     deliver your MBSC Public Shares to Continental Stock Transfer & Trust Company, MBSC’s transfer agent, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their MBSC Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on September 7, 2023 (two business days before the MBSC Stockholders’ Meeting) in order for their shares to be redeemed.

Holders of MBSC Units must elect to separate the MBSC Units into the underlying MBSC Public Shares and MBSC Public Warrants prior to exercising their redemption rights with respect to the MBSC Public Shares. If holders of MBSC Units hold their MBSC Units in an account at a brokerage firm or bank, such holders must notify their broker or bank that they elect to separate the MBSC Units into the underlying MBSC Public Shares and MBSC Public Warrants, or if a holder holds MBSC Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, MBSC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to MBSC in order to validly exercise its redemption rights. MBSC Public Stockholders may elect to exercise their redemption rights with respect to their MBSC Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the MBSC Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if an MBSC Public Stockholder properly exercises its redemption rights with respect to all or a portion of the MBSC Public Shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, MBSC will redeem the related MBSC Class A Common Shares for a per share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the MBSC IPO, including interest earned on the funds held in the Trust Account not previously released to MBSC to pay working capital expenses (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of August 10, 2023, this would have amounted to approximately $10.33  per issued and outstanding MBSC Public Share (excluding $5,294,491.35 of interest earned on the funds held in the Trust Account as of August 10, 2023). If an MBSC Public Stockholder exercises its redemption rights in full, then it will not own MBSC

 

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Public Shares or New Greenfire Common Shares following the redemption. Please see the subsection entitled “Special Meeting of MBSC Stockholders and MBSC Warrantholders — Redemption Rights” in the accompanying Registration Statement/Proxy Statement for a detailed description of the procedures to be followed if you wish to exercise your redemption rights with respect to your MBSC Public Shares.

The Business Combination is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of the Business Combination Proposal. In the event the Adjournment Proposal is put forth at the MBSC Stockholders’ Meeting, it will be the only Proposal voted upon and the Business Combination Proposal will not be submitted to the MBSC Stockholders for a vote at the MBSC Stockholders’ Meeting.

Approval of the Business Combination Proposal requires the affirmative vote (virtually or by proxy) of the holders of a majority of the outstanding MBSC Class A Common Shares and MBSC Class B Common Shares entitled to vote thereon at the MBSC Stockholders’ Meeting, voting as a single class. The Adjournment Proposal (if put forth) requires the affirmative vote (virtually or by proxy) of the holders of a majority of the outstanding MBSC Class A Common Shares and MBSC Class B Common Shares entitled to vote and actually cast thereon at the MBSC Stockholders’ Meeting, voting as a single class. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the MBSC Stockholders’ Meeting (assuming a quorum is present). Accordingly, an MBSC Stockholder’s failure to vote by proxy or to vote online at the MBSC Stockholders’ Meeting will not, if a valid quorum is established, have any effect on the outcome of any vote on any of the MBSC Stockholder Proposals.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF MBSC COMMON SHARES YOU OWN. To ensure your representation at the MBSC Stockholders’ Meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or over the internet by following the instructions on your proxy card. Please submit your proxy promptly, whether or not you expect to attend the MBSC Stockholders’ Meeting. If you hold your MBSC Common Shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you received from your broker, bank or other nominee.

The board of directors of MBSC has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal and (if put forth) “FOR” the Adjournment Proposal. Signed and dated proxies received by MBSC without an indication of how the MBSC Stockholder intends to vote on a Proposal will be voted “FOR” each Proposal being submitted to a vote of the MBSC Stockholders at the MBSC Stockholders’ Meeting.

Your attention is directed to the Registration Statement/Proxy Statement accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of the MBSC Stockholder Proposals. MBSC encourages you to read this Registration Statement/Proxy Statement carefully. If you have any questions or need assistance Voting Your Shares or Warrants, please call MBSC’s proxy solicitor, Innisfree M&A Incorporated, at (877) 717-3922, or banks and brokerage firms, please call collect at (212) 750-5833.

By Order of the Board of Directors

   

/s/ Mohsin Y. Meghji

   

Mohsin Y. Meghji
Executive Chairman of the Board of Directors

   

 

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M3-BRIGADE ACQUISITION III CORP.

1700 Broadway, 19th Floor New York, NY 10019

NOTICE OF SPECIAL MEETING OF WARRANTHOLDERS OF M3-BRIGADE ACQUISITION III CORP.

TO BE HELD SEPTEMBER 11, 2023

To the Warrantholders of M3-Brigade Acquisition III Corp.:

NOTICE IS HEREBY GIVEN that the special meeting (the “MBSC Warrantholders’ Meeting”) of the holders of MBSC Public Warrants will be held virtually at 9:30 a.m., Eastern Time, on September 11, 2023, at https://www.cstproxy.com/m3brigadeiii/whm2023, or such other date, time and place to which such meeting may be adjourned.

At the MBSC Warrantholders’ Meeting, holders of MBSC Public Warrants will be asked to consider and vote upon the following proposals:

        The Warrant Amendment Proposal — To consider and vote upon a proposal to approve and adopt an amendment to the terms of the MBSC Public Warrant Agreement in the form attached as Annex M hereto to provide that, upon the Closing, each MBSC Public Warrant, which entitles the holder to purchase one share of MBSC Class A Common Stock, will be exchanged by such holder with MBSC for cash in the amount of $0.50 per MBSC Public Warrant (the “MBSC Public Warrant Amendment”). The MBSC Public Warrant Amendment will be contingent upon MBSC Stockholder Approval and consummation of the Business Combination (the “Warrant Amendment Proposal” or “MBSC Warrantholder Proposal No. 1”); and

        The Warrantholder Adjournment Proposal — To consider and vote upon a proposal to adjourn the special meeting of warrantholders to a later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies, in the event that there are not sufficient votes to approve the Warrant Amendment Proposal, or otherwise in connection with the Warrant Amendment Proposal (the “Warrant Adjournment Proposal” or “MBSC Warrantholder Proposal No. 2”).

Only holders of record of MBSC Public Warrants at the close of business on July 31, 2023 are entitled to notice of the MBSC Warrantholders’ Meeting and to vote at the MBSC Warrantholders’ Meeting and any adjournments or postponements of MBSC Warrantholders’ Meeting. A complete list of our warrantholders of record entitled to vote at the MBSC Warrantholders’ Meeting will be available for ten days before the MBSC Warrantholders’ Meeting at our principal executive offices for inspection by MBSC Warrantholders during ordinary business hours for any purpose germane to the MBSC Warrantholders’ Meeting.

Pursuant to the Investor Support Agreements, holders of a majority of the MBSC Public Warrants have agreed to vote in favor of the Warrant Amendment Proposal, and accordingly the MBSC Public Warrant Amendment is expected to be adopted.

The approval of the MBSC Public Warrant Amendment and the completion of the redemptions of the MBSC Public Warrants in connection with the MBSC Public Warrant Amendment are not conditions to the closing of the Business Combination as contemplated under the Business Combination Agreement.

IF THE MBSC PUBLIC WARRANT AMENDMENT IS APPROVED AND THE BUSINESS COMBINATION IS CONSUMMATED, YOUR MBSC PUBLIC WARRANTS WILL BE SUBJECT TO MANDATORY EXCHANGE FOR $0.50 PER MBSC PUBLIC WARRANT UPON CLOSING WHETHER OR NOT YOU VOTED TO APPROVE THE MBSC PUBLIC WARRANT AMENDMENT.

Your attention is directed to the Registration Statement/Proxy Statement accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of these proposals. MBSC encourages you to read this Registration Statement/Proxy Statement carefully. If you have any questions or need assistance voting your MBSC Public Warrants, please call MBSC’s proxy solicitor, Innisfree M&A Incorporated, at (877) 717-3922, or banks and brokerage firms, please call collect at (212) 750-5833.

By Order of the Board of Directors

   

/s/ Mohsin Y. Meghji

   

Mohsin Y. Meghji
Executive Chairman of the Board of Directors

   

 

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Page

ABOUT THIS REGISTRATION STATEMENT/PROXY STATEMENT

 

iii

MARKET AND INDUSTRY DATA

 

iv

TRADEMARKS AND TRADE NAMES

 

v

PRESENTATION OF FINANCIAL INFORMATION

 

vi

NON-GAAP FINANCIAL MEASURES

 

vii

DISCLOSURE OF OIL AND GAS PRODUCTION VOLUMES

 

viii

EXCHANGE RATES

 

viii

CERTAIN DEFINED TERMS

 

ix

SUMMARY TERM SHEET

 

1

QUESTIONS AND ANSWERS ABOUT THE MBSC STOCKHOLDERS’ MEETING AND THE BUSINESS COMBINATION

 

7

QUESTIONS AND ANSWERS ABOUT THE MBSC WARRANTHOLDERS’ MEETING

 

27

SUMMARY OF REGISTRATION STATEMENT/PROXY STATEMENT

 

30

RISK FACTORS

 

56

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

100

SPECIAL MEETINGS OF MBSC STOCKHOLDERS AND MBSC WARRANTHOLDERS

 

104

THE BUSINESS COMBINATION

 

112

APPRAISAL OR DISSENT RIGHTS

 

166

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

170

MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

 

179

THE BUSINESS COMBINATION AGREEMENT AND ANCILLARY DOCUMENTS

 

181

REGULATORY APPROVALS RELATED TO THE BUSINESS COMBINATION

 

193

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

194

BUSINESS OF ACQUISITION ENTITIES BEFORE THE BUSINESS COMBINATION

 

211

BUSINESS OF MBSC AND CERTAIN INFORMATION ABOUT MBSC

 

213

MBSC MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

241

BUSINESS OF GREENFIRE AND CERTAIN INFORMATION ABOUT GREENFIRE

 

245

GREENFIRE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

279

EXECUTIVE COMPENSATION

 

308

MANAGEMENT OF NEW GREENFIRE AFTER THE BUSINESS COMBINATION

 

313

DESCRIPTION OF NEW GREENFIRE SECURITIES

 

326

COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDER/SHAREHOLDER RIGHTS

 

334

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

347

BENEFICIAL OWNERSHIP OF NEW GREENFIRE SECURITIES

 

350

PRICE RANGE OF SECURITIES

 

353

MBSC STOCKHOLDER PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

354

MBSC STOCKHOLDER PROPOSAL NO. 2 — THE ADJOURNMENT PROPOSAL

 

355

MBSC WARRANTHOLDER PROPOSAL NO. 1 — THE WARRANT AMENDMENT PROPOSAL

 

356

MBSC WARRANTHOLDER PROPOSAL NO. 2 — THE WARRANTHOLDER ADJOURNMENT PROPOSAL

 

357

LEGAL MATTERS

 

358

EXPERTS

 

358

HOUSEHOLDING INFORMATION

 

359

TRANSFER AGENT AND REGISTRAR

 

359

FUTURE SHAREHOLDER PROPOSALS

 

360

SUBMISSION OF STOCKHOLDER PROPOSALS

 

361

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ABOUT THIS REGISTRATION STATEMENT/PROXY STATEMENT

This Registration Statement/Proxy Statement, which forms part of a registration statement on Form F-4 filed with the SEC by New Greenfire, as it may be amended or supplemented from time to time (File No. 333-271381) (the “Registration Statement/Proxy Statement”), serves as:

        A notice of meeting and proxy statement of MBSC under Section 14(a) of the Exchange Act, for the MBSC Stockholders’ Meetings being held on September 11, 2023, where MBSC Stockholders will vote on, among other things, the proposed Business Combination and related transactions and each of the MBSC Stockholder Proposals described herein; and

        A prospectus of New Greenfire under Section 5 of the Securities Act with respect to the (i) New Greenfire Common Shares that MBSC Stockholders and Greenfire Shareholders will receive in the Business Combination; (ii) New Greenfire Warrants that MBSC Warrantholders will receive in the Business Combination and (iii) New Greenfire Common Shares that may be issued upon exercise of the New Greenfire Warrants.

This information is available without charge to you upon written or oral request. To make this request, you should contact MBSC’s proxy solicitor at:

Innisfree M&A Incorporated
501 Madison Avenue
New York, NY 10022
Telephone: (877) 717-3922
(banks and brokers call collect at (212) 750-5833)

To obtain timely delivery of requested materials, you must request the information no later than five business days prior to the date of the MBSC Stockholders’ Meeting.

You may also obtain additional information about MBSC from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find More Information.”

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MARKET AND INDUSTRY DATA

This Registration Statement/Proxy Statement contains estimates, projections, and other information concerning New Greenfire’s and Greenfire’s industry and business, as well as data regarding market research, estimates, forecasts and projections prepared by New Greenfire’s and Greenfire’s management. Information that is based on market research, estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which Greenfire operates, and New Greenfire will operate, is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Unless otherwise expressly stated, New Greenfire and Greenfire obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, New Greenfire and Greenfire do not expressly refer to the sources from which this data is derived. In that regard, when New Greenfire and Greenfire refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that New Greenfire and Greenfire paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. While New Greenfire and Greenfire have compiled, extracted, and reproduced industry data from these sources, New Greenfire and Greenfire have not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this Registration Statement/Proxy Statement. See “Cautionary Note Regarding Forward-Looking Statements.

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TRADEMARKS AND TRADE NAMES

Greenfire and MBSC own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Registration Statement/Proxy Statement also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Registration Statement/Proxy Statement is not intended to create, and does not imply, a relationship with Greenfire, New Greenfire or MBSC, or an endorsement or sponsorship by or of Greenfire, New Greenfire or MBSC. Solely for convenience, the trademarks, service marks and trade names referred to in this Registration Statement/Proxy Statement may appear without the®, TM or SM symbols, but such references are not intended to indicate, in any way, that Greenfire, New Greenfire or MBSC will not assert, to the fullest extent under applicable Law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.

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PRESENTATION OF FINANCIAL INFORMATION

New Greenfire was incorporated on December 9, 2022 for the purpose of effectuating the Business Combination described herein. New Greenfire has no material assets or liabilities and does not operate any businesses. This Registration Statement/Proxy Statement contains:

        the audited consolidated financial statements of MBSC for the year ended December 31, 2022 and for the period from March 25, 2021 (inception) to December 31, 2021;

        the unaudited interim consolidated financial statements of MBSC for the three months ended March 31, 2023;

        the audited financial statements of New Greenfire as at December 31, 2022;

        the audited consolidated financial statements of Greenfire for the years ended December 31, 2022, December 31, 2021 and for the period from November 2, 2020 (inception) to December 31, 2020; and

        the audited consolidated financial statements of JACOS, the predecessor to Greenfire, for the period from January 1, 2021 to September 17, 2021 and for the year ended December 31, 2020.

Unless indicated otherwise, financial data presented in this Registration Statement/Proxy Statement has been taken from the unaudited interim consolidated financial statements of MBSC, audited consolidated financial statements of MBSC, New Greenfire, Greenfire and JACOS included in this Registration Statement/Proxy Statement. Unless otherwise indicated, financial information of MBSC has been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the financial information in respect of New Greenfire, Greenfire and JACOS has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). This Registration Statement/Proxy Statement does not include any explanation of the principal differences or any reconciliation between U.S. GAAP and IFRS.

New Greenfire and Greenfire present their consolidated financial statements in Canadian dollars. MBSC publishes its consolidated financial statements in U.S. dollars. In this Registration Statement/Proxy Statement, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “$,” “US$,” “USD” and “dollars” mean U.S. dollars and all references to “CAD$”, “C$” and “CAD” mean Canadian dollars.

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NON-GAAP FINANCIAL MEASURES

Greenfire reports certain financial information using meaningful measures commonly used in the oil and natural gas industry that are not defined under IFRS, and are referred to as non-GAAP measures. Greenfire believes that these measures provide information that is useful to investors in understanding the performance of Greenfire and facilitate a comparison of Greenfire’s results from period to period. Non-GAAP financial measures and ratios used in Greenfire’s financial information include excess cash flow, adjusted EBITDA, adjusted funds flow, adjusted funds flow per barrel ($/bbl), adjusted working capital and net debt. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS, and should be read in conjunction with the audited annual consolidated financial statements of Greenfire. Readers are cautioned that these non-GAAP financial measures and ratios are not standardized measures under IFRS, and may not be comparable to similar financial measures disclosed by other entities.

For more information on the non-IFRS financial measures used in this Registration Statement/Proxy Statement, please see the section entitled “Greenfire Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Measures and Other Performance Measures.”

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DISCLOSURE OF OIL AND GAS PRODUCTION VOLUMES

Greenfire owns interests in two steam-assisted gravity drainage (“SAGD”) facilities, the Demo Asset and the Expansion Asset. Greenfire owns a 100% working interest in the Demo Asset and a 75% working interest in the Expansion Asset. Greenfire reports its bitumen production volumes from its Expansion Asset as “gross” and “net” where “gross” refers to the total aggregate production volumes from the Expansion Asset, including the portion of such production that is not attributable to Greenfire’s working interest in the Expansion Asset, and “net” refers to Greenfire’s percentage of such total aggregate production volumes from the Expansion Asset attributable to Greenfire’s working interest in the Expansion Asset. In reporting production from the Demo Asset, as Greenfire owns a 100% working interest in the Demo Asset, the gross and net production are equal. Unless otherwise indicated, the production volumes reported herein, whether referred to as “gross,” “net” or otherwise, are reported before any deduction for royalties.

EXCHANGE RATES

New Greenfire’s reporting currency will be the Canadian dollar. The determination of the functional and reporting currency of each group company is based on the primary currency in which the group company operates. For New Greenfire, the Canadian dollar is the functional currency. The functional currency of New Greenfire’s subsidiaries will generally be the local currency.

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CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this Registration Statement/Proxy Statement to:

        ABCA” are to the Business Corporations Act (Alberta).

        Acquisition Entities” are to New Greenfire, DE Merger Sub and Canadian Merger Sub.

        Adjournment Proposal” are to a proposal to approve the adjournment of the MBSC Stockholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal. If put forth at the MBSC Stockholders’ Meeting, the Adjournment Proposal will be the only Proposal voted upon and the Business Combination Proposal will not be submitted to the MBSC Stockholders for a vote at the MBSC Stockholders’ Meeting.

        Affiliate” are to, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. With respect to MBSC and the Acquisition Entities, “Affiliate” shall be deemed not to include Brigade and of its Affiliates.

        Aggregate Closing Financing Proceeds” means (i) the aggregate cash proceeds actually received (or deemed received) by MBSC in respect of the PIPE Financing plus (ii) the aggregate cash proceeds actually received (or deemed received) by New Greenfire in respect of the New Greenfire Debt Financing. For the avoidance of doubt, any cash proceeds received (or deemed received) by MBSC or New Greenfire or any of their respective Affiliates in respect of any amounts funded under a Subscription Agreement prior to the Closing Date and not refunded or otherwise used prior to the Closing shall constitute, and be taken into account for purposes of determining, the Aggregate Closing Financing Proceeds (without, for the avoidance of doubt, giving effect to, or otherwise taking into account the use of any such proceeds).

        Aggregate Transaction Proceeds” means an amount equal to the sum of (i) the aggregate cash proceeds available for release at Closing to MBSC (or any designee thereof acceptable to Greenfire) from the Trust Account in connection with the Transactions (after, for the avoidance of doubt, giving effect to the MBSC Stockholder Redemption) plus (ii) the Aggregate Closing Financing Proceeds.

        Amalgamation” are to the amalgamation of Greenfire and Canadian Merger Sub.

        Ancillary Documents” are to the Lock-Up Agreement, the Investor Rights Agreement, the Sponsor Support Agreement, the Subscription Agreements, the Greenfire Shareholder Support Agreement, MBSC Warrant Agreement Amendment and each other agreement, document, instrument and/or certificate executed, or contemplated by the Business Combination Agreement to be executed, in connection with the Transactions.

        Arrangement” are to an arrangement under section 193 of the ABCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Business Combination Agreement and the Plan of Arrangement or made at the directions of the Court in the Interim Order or Final Order with the prior written consent of MBSC and Greenfire, each such consent not to be unreasonably withheld, conditioned or delayed.

        Arrangement Dissent Rights” are to the rights of dissent granted to the Greenfire Shareholders in respect of the Arrangement described in the Plan of Arrangement.

        Arrangement Effective Date” are to the date on which the Articles of Arrangement are filed with the Registrar.

        Arrangement Effective Time” are to the time at which the Articles of Arrangement are filed with the Registrar on the Arrangement Effective Date.

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        Arrangement Resolution” are to a special resolution of the Greenfire Shareholders and the Greenfire Performance Warrantholders in respect of the Arrangement to be approved by written resolution in writing or considered at the Greenfire Securityholders Meeting, in substantially the form attached to the Plan of Arrangement as Exhibit E.

        Articles of Arrangement” are to the articles of arrangement in respect of the Arrangement required under subsection 193(4.1) of the ABCA to be sent and filed with the Registrar after the Final Order has been granted, which shall include the Plan of Arrangement and otherwise be in form and content satisfactory to Greenfire and MBSC, each acting reasonably.

        bbl” are to barrel.

        bbls/d” are to barrels per day.

        bitumen” are to a naturally occurring solid or semi-solid hydrocarbon (a) consisting mainly of heavier hydrocarbons, with a viscosity greater than 10,000 millipascal-seconds (mPa·s) or 10,000 centipoise (cP) measured at the hydrocarbon’s original temperature in the reservoir and at atmospheric pressure on a gas-free basis, and (b) that is not primarily recoverable at economic rates through a well without the implementation of enhanced recovery methods.

        Brigade” are to Brigade Capital Management, LP, a Delaware limited partnership.

        Business Combination” are to the transactions contemplated by the Business Combination Agreement.

        Business Combination Agreement” are to that certain Business Combination Agreement, dated December 14, 2022, as amended on April 21, 2023 and June 15, 2023, by and between MBSC, Greenfire, New Greenfire, DE Merger Sub and Canadian Merger Sub, a copy of which is attached hereto as Annex A, as may be further amended, supplemented or otherwise modified from time to time.

        Business Combination Proposal” are to a proposal to approve the Business Combination Agreement and the Business Combination.

        C$,” “ CAD$” and “CAD” are to Canadian dollars.

        Canadian Merger Sub” are to 2476276 Alberta ULC, an Alberta unlimited liability corporation and a direct, wholly-owned subsidiary of New Greenfire.

        Cantor” are to Cantor Fitzgerald & Co.

        Cash Consideration” are to $75,000,000.

        Closing” are to the closing of the Transactions.

        Closing Date” are to the date of Closing.

        Code” are to the U.S. Internal Revenue Code of 1986, as amended.

        COGE Handbook” are to the Canadian Oil and Gas Evaluation Handbook.

        Competition Act” means the Competition Act (Canada), as amended from time to time, and the regulations promulgated thereunder.

        Consideration” are to, collectively, the Cash Consideration and the Share Consideration.

        Court” are to the Alberta Court of King’s Bench.

        CRA” are to the Canada Revenue Agency.

        Crown” are to His Majesty the King in right of Canada or His Majesty the King in right of the Province of Alberta, as the context may require.

        DE Merger Sub” are to DE Greenfire Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Greenfire.

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        Deadline Date” are to the date by which MBSC must complete a “Business Combination” (as defined in the MBSC Articles), in accordance with the MBSC Articles.

        Demo Asset” are to the Hangingstone Demonstration Facility, a SAGD thermal oil sands production facility in the Athabasca region of Alberta.

        diluent” are to lighter viscosity petroleum products that are used to dilute bitumen for transportation in pipelines.

        DTC” are to The Depository Trust Company.

        DWAC” are to an automated system for deposits and withdrawals of securities at DTC.

        ESG” are to environmental, social and governance.

        Excepted 5% Shareholder” are to any MBSC Stockholder who would be treated as a “five-percent shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of New Greenfire following the transaction who does not enter into a five-year gain recognition agreement in the form provided under Treasury Regulations Section 1.367(a)-8.

        Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended.

        Excluded MBSC Class A Common Share” are to each MBSC Class A Common Share held in MBSC’s treasury or owned by Greenfire or any other wholly-owned subsidiary of Greenfire or MBSC immediately prior to the Merger Effective Time.

        Expansion Asset” are to the Hangingstone Expansion Facility, a SAGD thermal oil sands production facility in the Athabasca region of Alberta.

        Fairness Opinion” are to the written opinion of Peters, dated December 14, 2022, delivered to the Transaction Committee.

        Final Order” are to the final order of the Court pursuant to subsection 193(4) of the ABCA, approving the Arrangement, in a form acceptable to MBSC and Greenfire, as such order may be amended, modified, supplemented or varied by the Court; provided that any such amendment is reasonably acceptable to each of Greenfire and MBSC, or with the consent of both Greenfire and MBSC, each such consent not to be unreasonably withheld, conditioned or delayed, at any time prior to the Arrangement Effective Time or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended, on appeal, provided that any such amendment is acceptable to each of both Greenfire and MBSC, each acting reasonably.

        Forward Purchase Agreement” are to that agreement entered into by MBSC and M3-Brigade III FPA LP, an affiliate of the MBSC Sponsor, dated October 21, 2021, which provides for the purchase of up to $40,000,000 of shares of Class A common stock, for a purchase price of $10.00 per share.

        GAC” are to Greenfire Acquisition Corporation.

        GHOPCO” are to Greenfire Hangingstone Operating Corporation.

        Governing Documents” are to the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a U.S. corporation are its certificate or articles of incorporation and bylaws and the “Governing Documents” of an Alberta corporation are its certificate and articles of incorporation, bylaws and any unanimous shareholders agreement that may be in force.

        Governmental Entity” means any United States, Canadian, international or other (a) federal, state, provincial, local, municipal or other government entity, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, bureau, ministry or entity and any court or other tribunal), or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitrator or arbitral tribunal (public or private).

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        Greenfire” are to Greenfire Resources Inc., an Alberta corporation.

        Greenfire Articles” are to the articles of incorporation of Greenfire dated June 1, 2021, as have been and may be amended from time to time.

        Greenfire Audited Financial Statements” are to (i) the audited consolidated balance sheet of Greenfire and its subsidiaries as of December 31, 2021, and the related audited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and consolidated statements of cashflows for the year then ended, each audited in accordance with the auditing standards of the PCAOB and (ii) any other audited or reviewed financial statements of Greenfire and its subsidiaries that are required by applicable Law to be included in this Registration Statement/Proxy Statement, including, for the avoidance of doubt, the audited consolidated balance sheet of Greenfire and its subsidiaries as of December 31, 2022, and the related audited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and consolidated statements of cashflows for the year then ended, each audited in accordance with the auditing standards of the PCAOB.

        Greenfire Board” are to the board of directors of Greenfire.

        Greenfire Bonds” are to Greenfire’s 12.000% Senior Secured Notes due 2025.

        Greenfire Bond Warrant” are to, as of any determination time, each warrant to purchase Greenfire Common Shares that is outstanding, unexercised and issued pursuant to the Greenfire Warrant Agreement.

        Greenfire Common Shares” are to the common shares in the authorized share capital of Greenfire.

        Greenfire Enterprise Value” are to $950,000,000.

        Greenfire Equity Plan” are to the Greenfire Resources Inc. Performance Warrant Plan, dated February 2, 2022, as amended from time to time, and the Greenfire Employee Trust established by trust agreement between Greenfire and Greenfire Resources Employment Corporation dated March 7, 2022, as amended from time to time.

        Greenfire Employee Shareholders” are to all holders of Greenfire Common Shares other than the Greenfire Founders.

        Greenfire Expenses” are to, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, and otherwise payable (and not otherwise expressly allocated to MBSC or the Acquisition Entities pursuant to the terms of the Business Combination Agreement or any Ancillary Document), whether or not due, by any of Greenfire or its subsidiaries in connection with the negotiation, preparation or execution of the Business Combination Agreement or any Ancillary Documents, the performance of its covenants or agreements in the Business Combination Agreement or any Ancillary Documents or the consummation of the Transactions, including (a) the fees and expenses of outside legal counsel, accountants, auditors, reserves, evaluators, advisors, brokers, investment bankers, consultants or other agents or service providers of Greenfire or its subsidiaries, (b) any other fees, expenses, commissions or other amounts that are expressly allocated to Greenfire or its subsidiaries pursuant to the Business Combination Agreement or any Ancillary Document, (c) any legal, accounting and diligence fees and expenses of the Transaction Financing Investors payable by New Greenfire pursuant to Section 9.1(g) of the Subscription Agreements and (d) any amounts paid in connection with the purchase of MBSC Public Warrants by MBSC, Greenfire or their respective representatives after the date of the Business Combination Agreement. Notwithstanding the foregoing or anything to the contrary herein, Greenfire Expenses shall not include any MBSC Expenses.

        Greenfire Founders” are to Annapurna Limited, Spicelo Limited, Modro Holdings LLC and Allard Services Limited.

        Greenfire Indenture” are to the Indenture, dated as of August 12, 2021, by and among Greenfire (formerly GAC HoldCo Inc.), the guarantors party thereto from time to time, The Bank of New York Mellon, as trustee, BNY Trust Company of Canada, as Canadian co-trustee, and BNY Trust Company

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of Canada, as collateral agent, and any and all successors thereto, as amended, restated, supplemented or otherwise modified through the issuance of notes pursuant to the New Greenfire Debt Financing (including as amended by the Greenfire Seventh Supplemental Indenture).

        Greenfire Initial Management Projections” are to certain initial Greenfire internal financial information and forecasts for the years ended December 31, 2022, 2023 and 2024, including Greenfire’s financial projections as of November 25, 2022, prepared by management of Greenfire using the November 2022 Commodity Price Assumptions and provided to Peters, as described in the section under the heading “The Business Combination — Unaudited Prospective Financial and Operating Information — Greenfire Projected Financial and Operating Information.

        Greenfire Management Projections” are to the Greenfire Initial Management Projections and the Greenfire Updated Management Projections.

        Greenfire Net Indebtedness” are to $170,000,000.

        Greenfire Performance Warrant” are to, as of any determination time, each warrant to purchase Greenfire Common Shares issued pursuant to the Greenfire Equity Plan that is outstanding and unexercised, whether vested or unvested.

        Greenfire Performance Warrantholders” are to the holders of the Greenfire Performance Warrants.

        Greenfire Pre-Money Equity Value” are to the (A) the Greenfire Enterprise Value minus (B) Greenfire Net Indebtedness.

        Greenfire Preferred Shares” are to a new class of shares that Greenfire shall become authorized at the Arrangement Effective Date on the Closing Date to issue, to be designated as “Preferred Shares, Series 1,” which shares shall be unlimited in number and have attached thereto the rights, privileges, restrictions and conditions set out in Schedule A to the Plan of Arrangement.

        Greenfire Required Approval” are to approval, as applicable, by (A) the execution of the Greenfire Written Resolution by the Greenfire Shareholders holding not less than two-thirds (2/3) of the Greenfire Common Shares and the Greenfire Performance Warrantholders holding not less than two-thirds (2/3) of the Greenfire Performance Warrants on or before the Greenfire Written Resolution Deadline; or (B) in the event Greenfire and MBSC determine that Greenfire Required Approval is to be sought from Greenfire Shareholders and/or Greenfire Performance Warrantholders at the Greenfire Securityholders Meeting, the approval of the Arrangement Resolution at the Greenfire Securityholders Meeting by two-thirds (2/3) of the votes cast on the Arrangement Resolution by the Greenfire Shareholders and by two-thirds (2/3) of the votes cast on the Arrangement Resolution by the Greenfire Performance Warrantholders in both cases present virtually or represented by proxy at the Greenfire Securityholders Meeting (including any adjournment or postponement thereof).

        Greenfire Securityholders Meeting” are to the meeting of Greenfire Shareholders and Greenfire Performance Warrantholders, including any adjournment or postponement thereof in accordance with the terms of the Business Combination Agreement, that is to be convened as provided by the Interim Order to consider, and if deemed or otherwise advisable approve, the Arrangement Resolution.

        Greenfire Seventh Supplemental Indenture” are to that certain Seventh Supplemental Indenture, dated as of December 14, 2022, by and among Greenfire and The Bank of New York Mellon, as trustee, BNY Trust Company of Canada, as Canadian co-trustee and BNY Trust Company of Canada, as notes collateral agent, attached as Exhibit G to Annex A.

        Greenfire Shareholders” are to the holders of Greenfire Common Shares as of any determination time prior to the Merger Effective Time or the Arrangement Effective Time, as applicable.

        Greenfire Shareholder Support Agreement” are to the support agreement dated as of December 14, 2022, by and among MBSC, New Greenfire, DE Merger Sub, Canadian Merger Sub, Greenfire and certain securityholders of Greenfire, a copy of which is attached hereto as Annex H.

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        Greenfire Supplemental Warrant Agreement” are to the First Supplemental Warrant Agreement, dated December 14, 2022, to be entered into between Greenfire and The Bank of New York Mellon, as warrant agent amending the Greenfire Warrant Agreement.

        Greenfire Updated Financial Statements” are to the Greenfire Audited Financial Statements and, to the extent required for this Registration Statement/Proxy Statement, the unaudited consolidated balance sheet of Greenfire and its subsidiaries as of a subsequent date, and the related unaudited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and consolidated statements of cashflows consolidated statements of operations, cash flows and changes of equity for the related period.

        Greenfire Updated Management Projections” are to certain updated Greenfire internal financial information and forecasts for the years ended December 31, 2023 and 2024, including Greenfire’s financial projections as of May 19, 2023, prepared by management of Greenfire using the May 2023 Commodity Price Assumptions, as described in the section under the heading “The Business Combination — Unaudited Prospective Financial and Operating Information — Greenfire Projected Financial and Operating Information.”

        Greenfire Warrant Agreement” are to that certain Warrant Agreement dated as of August 12, 2021 between GAC Holdco Inc. (n/k/a Greenfire Resources Inc.), as issuer and The Bank of New York Mellon, as warrant agent providing for the issuance of Greenfire Bond Warrants.

        Greenfire Warrants” are to, as of any determination time, each Greenfire Bond Warrant and each Greenfire Performance Warrant.

        Greenfire Written Resolution” are to (i) a written resolution executed by the Greenfire Shareholders holding not less than two-thirds (2/3) of Greenfire Common Shares; and (ii) a written resolution by the Greenfire Performance Warrantholders holding not less than two-thirds (2/3) of Greenfire Performance Warrants, approving the Arrangement Resolution in accordance with subsection 141(2.1) of the ABCA and the Interim Order, in forms acceptable to Greenfire and MBSC, each acting reasonably, including any amendments or variations thereto made in accordance with the provisions of the Business Combination Agreement or at the direction of the Court, in each case with the consent of Greenfire and the MBSC, acting reasonably.

        Greenfire Written Resolution Deadline” are to 5:00 p.m. (Calgary time) on the date that is ten (10) Business Days after the date on which the Court grants the Interim Order (or such later date as agreed to in writing by MBSC and Greenfire).

        Hangingstone Facilities” are to, collectively, the Demo Asset and the Expansion Asset.

        HEAC” are to HE Acquisition Corporation.

        Holder” are to a person who is a beneficial owner of New Greenfire Securities immediately following the Business Combination.

        HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

        Hydrocarbons” are to crude oil, natural gas, condensate, drip gas and natural gas liquids, coalbed gas, ethane, propane, iso-butane, nor-butane, gasoline, scrubber liquids and other liquids or gaseous hydrocarbons or other substances (including minerals or gases) or any combination thereof, produced or associated therewith.

        IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board.

        in situ” are to “in place” and, when referring to oil sands, means a process for recovering bitumen from oil sands by means other than surface mining, such as SAGD.

        Initial Business Combination” are to MBSC’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more business.

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        Interim Order” are to the interim order of the Court pursuant to subsection 193(4) of the ABCA, providing for, among other things, the calling and holding of the Greenfire Securityholders Meeting, as the same may be amended, modified, supplemented or varied by the Court with the consent of MBSC and Greenfire, such consent not to be unreasonably withheld, conditioned or delayed, provided that any such amendment is reasonably acceptable to each of MBSC and Greenfire.

        Investor Rights Agreement” are to the investor rights agreement to be entered into at the Closing by and among New Greenfire, the MBSC Sponsor, the other holders of the MBSC Class B Common Shares, the Transaction Financing Investors and certain Greenfire Shareholders, substantially in the form attached hereto as Annex F.

        IPO Letter Agreement” are to the letter agreement, dated October 21, 2021, by and among MBSC, MBSC management and the MBSC Sponsor.

        IRS” are to the U.S. Internal Revenue Service.

        ITA” are to the Income Tax Act (Canada) and the regulations made thereunder as amended from time to time.

        JACOS” are to Japan Oil Sands Limited.

        JACOS Acquisition” are to the acquisition of all of the issued and outstanding shares in the capital of JACOS from Canada Oil Sands Co. Ltd., for a purchase price of approximately CAD$347 million on September 17, 2021 by Greenfire through its subsidiary predecessor entities.

        JOBS Act” are to the Jumpstart Our Business Startups Act of 2012.

        Law” are to, to the extent applicable, any federal, state, local, provincial, municipal, foreign, national or supranational statute, law (including statutory, common, civil or otherwise), act, statute, ordinance, treaty, rule, code, regulation, judgment, award, order, decree or other binding directive or guidance issued, promulgated or enforced by a Governmental Entity having jurisdiction over a given matter.

        Letter of Credit Facility” are to one or more letter of credit facilities with Trafigura Canada General Partnership or any of its Affiliates or with banks (or other institutional lenders that provide revolving or non-revolving letter of credit facilities in the ordinary course of business) providing for revolving or non-revolving credit loans or other arrangements for the purposes of issuing letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

        Listing Rules” are to the exchange listing rules of the NYSE.

        Lock-Up Agreement” are to the lock-up agreement by and among New Greenfire, the MBSC Sponsor, and certain existing Greenfire Shareholders to be entered into at the Closing, substantially in the form attached hereto as Annex G.

        May 2023 Commodity Price Assumptions” are to publicly available forward strip commodity prices as at May 5, 2023 for the years 2023 and 2024.          

        MBSC” are to M3-Brigade Acquisition III Corp., a Delaware corporation.

        MBSC Articles” are to the amended and restated certificate of incorporation of MBSC, adopted on October 21, 2021, as may be amended and/or restated from time to time.

        MBSC Bylaws” are to the bylaws of MBSC, as may be amended and/or restated from time to time.

        MBSC Board” are to the board of directors of MBSC.

        MBSC Class A Common Shares” are to MBSC’s Class A common shares, par value $0.0001 per share, which are subject to possible redemption.

        MBSC Class B Common Shares” are to MBSC’s Class B common shares, par value $0.0001 per share.

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        MBSC Class B Common Share Amount” are to an amount equal to the number of MBSC Class B Common Shares outstanding at the Merger Effective Time (other than any Excluded MBSC Class A Common Shares, and, for the avoidance of doubt, after giving effect to any certain forfeitures pursuant to Section 4.6(a) and Section 4.6(b) of the Business Combination Agreement), multiplied by $10.10.

        MBSC Common Shares” are to the MBSC Class A Common Shares and the MBSC Class B Common Shares.

        MBSC Expenses” are to, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable (and not otherwise expressly allocated to Greenfire or its subsidiaries or any holder of Greenfire Common Shares or Greenfire Warrants pursuant to the terms of the Business Combination Agreement or any Ancillary Document), whether or not due, by MBSC or the Acquisition Entities in connection with the negotiation, preparation or execution of the Business Combination Agreement or any Ancillary Documents, the performance of its covenants or agreements in the Business Combination Agreement or any Ancillary Document or the consummation of the Transactions, including (a) the fees and expenses of outside legal counsel, accountants, auditors, reserves, evaluators, advisors, brokers, investment bankers, consultants, or other agents or service providers of MBSC or any Acquisition Entity (which shall include all fees and expenses payable to Peters in connection with Peters’ role as financial advisor to MBSC), and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to MBSC or any Acquisition Entity pursuant to the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing or anything to the contrary herein and for the avoidance of doubt, MBSC Expenses shall: (i) not include (A) any Greenfire Expenses, and (B) the cash underwriting discount previously paid prior to the date of the Business Combination Agreement by MBSC to Cantor upon consummation of the MBSC IPO in the aggregate amount of $5,220,000, and (ii) include the deferred underwriting fee owed by MBSC to Cantor pursuant to the underwriting agreement in connection with the MBSC IPO in the aggregate amount of $10,000,000.

        MBSC Extension Amount” means, as of any measurement time, the aggregate amount deposited by the MBSC Sponsor, or its affiliates or designees to the Trust Account to extend the period of time MBSC shall have to consummate an Initial Business Combination (as defined in the MBSC Articles) pursuant to Section 9.1(c) of the MBSC Articles.

        MBSC Founder Shares” are to the outstanding MBSC Class B Common Shares.

        MBSC Initial Stockholders” are to the MBSC Sponsor, MBSC’s current executive officers and current independent directors, as well as MBSC’s officers, other current directors and other special advisors.

        MBSC IPO” are to MBSC’s initial public offering of MBSC Units, which closed on October 26, 2021.

        MBSC management” are to MBSC’s officers and directors.

        MBSC Material Adverse Effect” means any change, event, state of facts, development, effect or occurrence that, individually or in the aggregate with any other change, event, state of facts, development, effect or occurrence, has had or would reasonably be expected to (a) have a material adverse effect on the assets of MBSC, or (b) prevent, materially delay or materially impede the ability of MBSC to consummate the Transactions in accordance with the terms of the Business Combination Agreement and the Ancillary Documents, as applicable; provided, however, that “MBSC Material Adverse Effect” shall not include the following, nor shall any of the following be taken into account in determining whether there has been an MBSC Material Adverse Effect: any adverse change, event, state of facts, development, effect or occurrence attributable to (i) any change in the trading price of MBSC Class A Common Shares, warrants exercisable therefor or units thereof; or (ii) the taking of any action required or expressly contemplated by the Business Combination Agreement, including any redemptions of MBSC Class A Common Shares pursuant to the MBSC Stockholder Redemption.

        MBSC Over-allotment Units” are to the MBSC Units purchased by the underwriters pursuant to the over-allotment option in connection with the MBSC IPO.

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        MBSC Private Placement Warrants” are to the warrants issued to the MBSC Sponsor and to Cantor in a private placement simultaneously with the closing of the MBSC IPO.

        MBSC Private Warrant Agreement” are to the Private Warrant Agreement, dated October 21, 2021, between MBSC and Continental Stock Transfer and Trust Company, as warrant agent.

        MBSC Public Shares” are to MBSC Class A Common Shares sold as part of the MBSC Units in the MBSC IPO (whether they were purchased in the MBSC IPO or thereafter in the open market).

        MBSC Public Stockholders” are to the holders of MBSC Public Shares.

        MBSC Public Warrantholders” are to the holders of MBSC Public Warrants.

        MBSC Public Warrant Agreement” are to the Public Warrant Agreement, dated October 21, 2021, between MBSC and Continental Stock Transfer and Trust Company, as warrant agent.

        MBSC Public Warrant Amendment” are to the amendment to the terms of the MBSC Public Warrant Agreement in the form attached as Annex M hereto to provide that, upon the Closing, each MBSC Public Warrant, which entitles the holder to purchase one share of MBSC Class A Common Stock, will be exchanged by such holder with MBSC for cash in the amount of $0.50 per MBSC Public Warrant.

        MBSC Public Warrants” are to the MBSC Warrants held by any Persons other than the MBSC Sponsor and Cantor.

        MBSC Securities” are to MBSC Common Shares and MBSC Warrants, collectively.

        MBSC Sponsor” are to M3-Brigade Sponsor III LP, a Delaware limited partnership.

        MBSC Sponsor Class B Share Forfeitures” are to, immediately prior to the Merger, (i) if the amount of the New Greenfire Debt Financing issued at the Closing exceeds $25,000,000, the forfeiture and cancellation for no consideration of 750,000 MBSC Class B Common Shares held by the MBSC Sponsor and (ii) the forfeiture and cancellation for no consideration of 2,500,000 MBSC Class B Common Shares held by the MBSC Sponsor.

        MBSC Sponsor Warrant Forfeiture” are to, immediately prior to the Merger, the forfeiture and cancellation of 3,260,000 MBSC Private Placement Warrants held by the MBSC Sponsor for no consideration.

        MBSC Stockholder Approval” are to the affirmative vote of the holders of the requisite number of MBSC Common Shares entitled to vote thereon to approve the Business Combination Proposal, whether virtually or by proxy at the MBSC Stockholders’ Meeting (or any adjournment thereof), in accordance with the Governing Documents of MBSC and applicable Law.

        MBSC Stockholder Proposals” are to the Business Combination Proposal and the Adjournment Proposal.

        MBSC Stockholder Redemption” are to the right of the holders of MBSC Class A Common Shares to redeem all or a portion of their MBSC Class A Common Shares as set forth in MBSC’s Governing Documents.

        MBSC Stockholders” are to, collectively, the MBSC Initial Stockholders and the MBSC Public Stockholders.

        MBSC Stockholders’ Meeting” are to the special meeting of MBSC Stockholders that is the subject of this Registration Statement/Proxy Statement and any adjournments thereof.

        MBSC Units” are to the units of MBSC sold in the MBSC IPO, each of which consists of one MBSC Class A Common Share and one-third of one MBSC Public Warrant.

        MBSC Unitholders” are to the holders of MBSC Units.

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        MBSC Warrant Agreements” are to the MBSC Private Warrant Agreement and the MBSC Public Warrant Agreement.

        MBSC Warrant Agreement Amendment” are to the amendment or restatement of the MBSC Warrant Agreements to the extent necessary to give effect to the MBSC Warrant Settlement.

        MBSC Warrant Settlement” are to the treatment of MBSC Warrants in accordance with the Business Combination Agreement.

        MBSC Warrantholders” are to the holders of MBSC Warrants.

        MBSC Warrants” are to each warrant to purchase one MBSC Class A Common Share at an exercise price of $11.50 per share, subject to adjustment, on the terms and subject to the conditions set forth in the MBSC Warrant Agreements.

        MBSC Working Capital” are to the unrestricted cash on the balance sheet of MBSC at Closing.

        McDaniel Reserves Projections” are to the projections based on McDaniel’s NI 51-101 reserve report for Greenfire as of March 1, 2022 and mechanically updated to a November 1, 2022 effective date on a before and after-tax basis and using the November 2022 Commodity Price Assumptions, as described in the section under the heading “The Business Combination — Unaudited Prospective Financial and Operating Information — Reserve Report Projections.”

        Merger” are to the merger of DE Merger Sub with and into MBSC pursuant to the Business Combination Agreement.

        Merger Effective Time” are to the effective time of the Merger.

        New Greenfire” are to Greenfire Resources Ltd., an Alberta corporation.

        New Greenfire Articles” are to the articles of incorporation of New Greenfire, as may be amended and/or restated from time to time, a copy of which is attached as Annex B-1.

        New Greenfire Awards” are to, collectively, New Greenfire Options, New Greenfire Share Units and New Greenfire DSUs granted pursuant to the terms of the New Greenfire Incentive Plan.

        New Greenfire Board” are to the board of directors of New Greenfire.

        New Greenfire Bylaws” are to the bylaws of New Greenfire, as may be amended and/or restated from time to time, a copy of which is attached as Annex B-2.

        New Greenfire Common Shares” are to the common shares in the capital of New Greenfire.

        New Greenfire Consideration Shares” are to the New Greenfire Common Shares comprising the Share Consideration.

        New Greenfire Convertible Notes” are to New Greenfire’s 9.00% Convertible Senior Notes due 2028.

        New Greenfire Debt Financing” are to the subscription by certain investors for $50,000,000 aggregate principal amount of New Greenfire’s Convertible Notes pursuant to subscription agreements entered into with MBSC concurrently with the execution of the Business Combination Agreement.

        New Greenfire Directors” are to the directors of New Greenfire.

        New Greenfire DSUs” means deferred share units granted pursuant to the terms of the New Greenfire Incentive Plan.

        New Greenfire Incentive Plan” are to the omnibus share incentive plan of New Greenfire providing for the grant of New Greenfire Awards for certain qualified directors, executive officers, employees or consultants of New Greenfire, in the form attached as Annex N.

        New Greenfire Options” means options to purchase New Greenfire Common Shares granted pursuant to the terms of the New Greenfire Incentive Plan.

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        New Greenfire Performance Warrant Plan” are to the amended and restated performance warrant plan of New Greenfire, which amends and restates the Greenfire Equity Plan, in the form attached as Annex J.

        New Greenfire Performance Warrants” are to warrants to purchase New Greenfire Common Shares with each such warrant entitling the holder to purchase one New Greenfire Common Share subject to the terms and conditions of the New Greenfire Performance Warrant Plan.

        New Greenfire Securities” are to New Greenfire Common Shares and New Greenfire Warrants, collectively.

        New Greenfire Share Units” means share units granted pursuant to the terms of the New Greenfire Incentive Plan.

        New Greenfire Shareholders” are to the holders of New Greenfire Common Shares.

        New Greenfire Warrants” are to warrants to purchase New Greenfire Common Shares, whether vested or unvested.

        NI 51-101” are to the National Instrument 51-101 — Standards of Disclosure for Oil and Gas Activities.

        NOI Proceedings” are to the proceedings commenced on October 8, 2020, by each of GHOPCO and its parent company, Greenfire Oil and Gas Ltd., filing a Notice of Intention to Make A Proposal pursuant to the provisions of the Bankruptcy and Insolvency Act (Canada).

        Non-Canadian Holder” are as defined in the section entitled “Material Canadian Federal Income Tax Considerations.”

        Notes” are to, collectively, the Greenfire Bonds and the New Greenfire Convertible Notes.

        November 2022 Commodity Price Assumptions” are to publicly available forward strip commodity prices as at November 23, 2022 for 2022, 2023, and 2024, with remaining years referencing the three consultant average price deck prepared by McDaniel & Associates Ltd. as at October 1, 2022.

        NYSE” are to the New York Stock Exchange.

        PCAOB” are to the Public Company Accounting Oversight Board (United States).

        Person” are to an individual, partnership, corporation, limited partnership, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity.

        Peters” are to Peters & Co. Limited.

        Petroleum Marketer” are to Trafigura Canada General Partnership and Trafigura Canada Limited, collectively.

        PIPE Financing” are to the subscription by certain investors for an aggregate of 4,950,496 MBSC Class A Common Shares for an aggregate purchase price of $50,000,000 pursuant to subscription agreements entered into with MBSC concurrently with the execution of the Business Combination Agreement.

        PIPE Investors” are to the investors participating in the PIPE Financing.

        Plan of Arrangement” are to the Plan of Arrangement, the form of which is attached hereto as Annex O, subject to any amendments or variations to such plan made in accordance with the Business Combination Agreement and the Plan of Arrangement or made at the direction of the Court with the prior written consent of MBSC and Greenfire (such agreement not to be unreasonably withheld, conditioned or delayed by either MBSC or Greenfire, as applicable).

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        Proposed Amendments” are as defined in the section entitled “Material Canadian Federal Income Tax Considerations.”

        Registration Statement/Proxy Statement” are to this registration statement of New Greenfire on Form F-4 under the Securities Act relating to all New Greenfire Common Shares to be issued in connection with the Transactions (including those issuable upon exercise of New Greenfire Warrants) and containing a prospectus of New Greenfire and proxy statement of MBSC.

        Registrar” are to the Registrar of Corporations for the Province of Alberta or the Deputy Registrar of Corporations appointed under subsection 263(1) of the ABCA.

        Resale Registration Statement” are to the registration statement registering the resale of certain securities held by or issuable to certain existing shareholders of MBSC and Greenfire and the Transaction Financing Investors, to be filed by New Greenfire pursuant to the Investor Rights Agreement.

        Reservoir” are to a subsurface body of rock having sufficient porosity and permeability to store and transmit fluids.

        SAGD” are to steam-assisted gravity drainage, an in-situ thermal oil production extraction technique.

        Sarbanes-Oxley Act” are to the U.S. Sarbanes-Oxley Act of 2002.

        SEC” are to the U.S. Securities and Exchange Commission.

        Securities Act” are to the U.S. Securities Act of 1933, as amended.

        Share Consideration” are to the aggregate number of New Greenfire Consideration Shares equal to the quotient of: (a) the difference of (i) the Greenfire Pre-Money Equity Value, minus (ii) the Cash Consideration, minus (iii) Unpaid Expenses, minus (iv) the MBSC Class B Common Share Amount, divided by (b) $10.10.

        Sponsor Support Agreement” are to the sponsor agreement dated December 14, 2022, by and among the MBSC Sponsor, MBSC, New Greenfire and Greenfire, a copy of which is attached hereto as Annex D.

        Subscription Agreements” are to those certain subscription agreements dated December 14, 2022 entered into by MBSC and the Transaction Financing Investors, the form of which is attached as Annex C.

        Surviving Greenfire” are to Greenfire as the surviving corporate entity following the Amalgamation.

        Surviving MBSC” are to MBSC as the survivor corporate entity following the Merger.

        Termination Date” are to September 14, 2023.

        Transaction Committee” are to the transaction committee of the MBSC Board, comprised solely of independent directors William L. Transier and Alan J. Carr, established by the MBSC Board and authorized, among other things, to develop, assess and negotiate the terms of potential Initial Business Combinations, including the Business Combination, and to make a recommendation to the full MBSC Board as to whether MBSC should enter into any such potential Initial Business Combination.

        Transaction Financing” are to the PIPE Financing and the New Greenfire Debt Financing.

        Transaction Financing Investors” are to, collectively, the PIPE Investors and the investors participating in the New Greenfire Debt Financing.

        Transactions” are to the transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and the Ancillary Documents.

        Transfer Agent” are to Continental Stock Transfer & Trust Company, as transfer agent of MBSC.

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        Treasury Regulations” means the United States Department of the Treasury regulations issued pursuant to the Code.

        Trust Account” are to the trust account that holds proceeds from the MBSC IPO and the concurrent private placement of the MBSC Private Placement Warrants, established by MBSC for the benefit of the MBSC Public Stockholders maintained at J.P. Morgan Chase Bank, N.A.

        U.S. GAAP” are to generally accepted accounting principles in the United States.

        Unpaid Expenses” are to Unpaid Greenfire Expenses and Unpaid MBSC Expenses, in each case to the extent limited pursuant to Section 2.3(b) of the Business Combination Agreement.

        Unpaid Greenfire Expenses” are to, as of any determination time, the Greenfire Expenses that are unpaid as of immediately prior to the Closing.

        Unpaid MBSC Expenses” are to MBSC Expenses that are unpaid as of immediately prior to the Closing.

        WCS” are to Western Canadian Select, which is the broadly used benchmark that reflects heavy oil prices at Hardisty, Alberta and “WCS differentials” are to the difference between WCS and WTI.

        WDB” are to Western Canada Dilbit Blend, a blended stream comprised of Sunrise Dilbit Blend, Hangingstone Dilbit Blend and Leismer Corner Blend.

        WTI” are to West Texas Intermediate, which is the current benchmark for mid-continent North American crude oil prices at Cushing, Oklahoma.

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the MBSC Stockholders’ Meeting and the Business Combination” and “Summary of the Registration Statement/Proxy Statement,” summarize certain information contained in this Registration Statement/Proxy Statement but does not contain all of the information that is important to you. You should read carefully this entire Registration Statement/Proxy Statement, including the attached annexes, for a more complete understanding of the matters summarized below.

        MBSC is a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving MBSC and one or more target businesses. For more information about MBSC, see the section entitled Business of MBSC and Certain Information About MBSC.”

        There are currently 30,000,000 MBSC Class A Common Shares and 7,500,000 MBSC Class B Common Shares issued and outstanding. In addition, there are currently 17,526,667 MBSC Warrants outstanding, consisting of 10,000,000 MBSC Public Warrants and 7,526,667 MBSC Private Placement Warrants. Each whole warrant entitles the holder to purchase one whole MBSC Class A Common Share for $11.50 per share. Each MBSC Private Placement Warrant that is issued and outstanding immediately prior to the Merger Effective Time (after giving effect to the MBSC Sponsor Warrant Forfeiture and any other forfeitures of MBSC Warrants in connection with the Closing) will be automatically and irrevocably converted into one New Greenfire Warrant on the same terms as were in effect immediately prior to the Merger Effective Time pursuant to the MBSC Private Warrant Agreement. See the section entitled “Description of New Greenfire Securities — New Greenfire Warrants.”

        Greenfire is a Calgary-based energy company focused on the sustainable production and development of thermal energy resources from the Athabasca region of Alberta, Canada. Please see the section entitled “Business of Greenfire and Certain Information About Greenfire” for more information.

        MBSC, Greenfire, New Greenfire and Canadian Merger Sub entered into the Business Combination Agreement on December 14, 2022. A copy of the Business Combination Agreement is attached to this Registration Statement/Proxy Statement as Annex A.

        Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected as follows: (i) Canadian Merger Sub will amalgamate with and into Greenfire pursuant to the Plan of Arrangement, except that the legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation, and Surviving Greenfire will become a direct, wholly-owned subsidiary of New Greenfire and (ii) DE Merger Sub will merge with and into MBSC, with MBSC continuing as the surviving corporation following the Merger, as a result of which Surviving MBSC will become a direct, wholly-owned subsidiary of New Greenfire. In connection with the Business Combination Agreement, MBSC entered into the following agreements:

        Subscription Agreements:    MBSC and New Greenfire entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “Transaction Financing Investors”) on December 14, 2022, pursuant to which the Transaction Financing Investors have subscribed for an aggregate of (i) 4,950,496 MBSC Class A Common Shares for an aggregate purchase price of approximately $50,000,000 (the “PIPE Investment”) and (ii) $50,000,000 aggregate principal amount of New Greenfire Convertible Notes (the “New Greenfire Debt Financing” and, together with the PIPE Investment, the “Transaction Financing”). The New Greenfire Convertible Notes will bear interest at a rate of nine percent with a five-year maturity and may be converted into New Greenfire Common Shares at $13 per share, subject to adjustment. The Transaction Financing will be consummated prior to or substantially concurrently with the Closing. Each of the PIPE Financing and the New Greenfire Debt Financing will be automatically reduced based on the amount remaining in the Trust Account after giving effect to the MBSC Stockholder Redemption, with the New Greenfire Debt Financing being reduced first, and, if reduced in its entirety, the PIPE Investment being thereafter reduced. For more information about the Subscription Agreements, see the subsection entitled “The Business Combination Agreement and Ancillary Documents — Ancillary Documents — Subscription Agreements.

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        Sponsor Support Agreement:    MBSC entered into the Sponsor Support Agreement on December 14, 2022 with the MBSC Sponsor, New Greenfire and Greenfire, pursuant to which, among other things, the MBSC Sponsor agreed to (i) waive the anti-dilution rights set forth in the MBSC Articles with respect to the MBSC Class A Common Shares held by it, (ii) vote all MBSC Founder Shares held by it and any MBSC Common Shares acquired thereafter in favor of the proposal to adopt and approve the Business Combination and the Transactions, (iii) not redeem any MBSC Founder Shares held by it or MBSC Common Shares acquired thereafter in connection with the MBSC Stockholders’ Meeting, (iv) not transfer the MBSC Founder Shares or MBSC Private Placement Warrants held by it prior to the Closing. The MBSC Sponsor did not receive any separate consideration in exchange for its agreement to waive these redemption rights. In addition, the MBSC Sponsor agreed to certain vesting and forfeiture conditions immediately prior to the Merger with respect to the MBSC Founder Shares and MBSC Private Placement Warrants held by it. For more information about the Sponsor Support Agreement, see the subsection entitled “The Business Combination Agreement and Ancillary Documents — Ancillary Documents — Sponsor Support Agreement.”

        Greenfire Shareholder Support Agreement:    MBSC and certain securityholders of Greenfire entered into the Greenfire Shareholder Support Agreement on December 14, 2022, pursuant to which, among other things, such securityholders agreed to vote (or cause to be voted) all of their Greenfire Common Shares and any equity interests of Greenfire acquired thereafter (i) to approve and adopt the Transactions and (ii) in favor of any consent, waiver, or approval that may be required under Greenfire’s Governing Documents or under any agreements between Greenfire and its shareholders to implement, or otherwise sought with respect to, the Transactions. Additionally, such securityholders have agreed, among other things, not to (a) prior to the earlier of the Merger Effective Time or termination of the Business Combination Agreement, transfer any of their Greenfire Common Shares or equity interests of Greenfire (or enter into any swap or any other arrangement that transfers the economic consequences of ownership of such shares), subject to certain customary exceptions, or (b) enter into any agreement that would restrict, limit or interfere with their obligations under the Greenfire Shareholder Support Agreement. For more information about the Greenfire Shareholder Support Agreement, see the subsection entitled “The Business Combination Agreement and Ancillary Documents — Ancillary Documents — Greenfire Shareholder Support Agreement.”

        Investor Support Agreements:    MBSC entered into Investor Support Agreements with holders of a majority of MBSC’s outstanding MBSC Public Warrants on December 14, 2022, pursuant to which, among other things, such MBSC Warrantholders agreed to vote all of the MBSC Public Warrants held by them in favor of any amendment to the terms of the MBSC Public Warrants solely to amend the terms of the MBSC Public Warrants together with any amendments required to give effect thereto such that all of the MBSC Public Warrants shall be exchanged for $0.50 per whole MBSC Public Warrant upon the Closing. For more information about the Investor Support Agreements, see the subsection entitled “The Business Combination Agreement and Ancillary Documents — Ancillary Documents — Investor Support Agreements.”

        Lock-Up Agreement:    At the Closing, New Greenfire, the MBSC Sponsor, and certain Greenfire Shareholders will become bound by a Lock-Up Agreement with New Greenfire pursuant to which, among other things, each of the MBSC Sponsor and the Greenfire Shareholders party thereto will agree, subject to certain customary exceptions, not to (i) sell or assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any equity securities of New Greenfire, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any equity securities of New Greenfire, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) make any public announcement of any intention to effect any transaction specified in clause (i) or (ii) until the earliest of (a) the date that is 180 days after the Closing Date, (b) the date that the last reported closing price of a New Greenfire Common Share equals or exceeds $12.00 per share (as adjusted for share splits, share dividends,

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reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 75 days after the Closing Date, and (c) the date on which New Greenfire completes a liquidation, merger, amalgamation, arrangement, share exchange, reorganization or other similar transaction that results in all New Greenfire Shareholders having the right to exchange their shares of capital stock for cash, securities or other property. For more information about the Lock-Up Agreement, see the subsection entitled “The Business Combination Agreement and Ancillary Documents — Ancillary Documents — Lock-Up Agreement.”

        Investor Rights Agreement:    At the Closing, MBSC, New Greenfire, the MBSC Sponsor, the other holders of the MBSC Class B Common Shares, the Transaction Financing Investors and certain Greenfire Shareholders will enter into the Investor Rights Agreement, pursuant to which New Greenfire will agree that, within 30 calendar days following the Closing Date, New Greenfire will file with the SEC (at New Greenfire’s sole cost and expense) the Resale Registration Statement, and New Greenfire will use its commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the SEC as soon as reasonably practicable after the initial filing thereof. As of the Closing Date, approximately 61,841,980 New Greenfire Common Shares (including approximately 5,924,940 New Greenfire Common Shares issuable with respect to New Greenfire Warrants, 1,686,552 New Greenfire Common Shares issuable with respect to New Greenfire Performance Warrants and 3,846,154 New Greenfire Common Shares issuable upon conversion of the New Greenfire Convertible Notes) will constitute “Registrable Securities” eligible for resale pursuant to the Resale Registration Statement, assuming maximum redemptions of MBSC Class A Common Shares (or approximately 53,285,590 New Greenfire Common Shares, including approximately 5,924,940 New Greenfire Common Shares issuable with respect to New Greenfire Warrants and 1,666,498 New Greenfire Common Shares issuable with respect to New Greenfire Performance Warrants, assuming no redemption of MBSC Class A Common Shares). In certain circumstances, the holders of those Registrable Securities can demand New Greenfire’s assistance with underwritten offerings and block trades. Those holders will be entitled to customary piggyback registration rights. In addition, the MBSC Sponsor will be granted certain board representation rights with respect to the New Greenfire Board. The MBSC Sponsor will have the right to designate one director for appointment to the New Greenfire Board following the Closing (subject to specified ownership thresholds). The Greenfire Shareholders party to the Investor Rights Agreement will agree, for so long as the MBSC Sponsor has the right to designate a director to the New Greenfire Board, to vote all of their New Greenfire Common Shares in favor of the nomination of such designee. For more information about the Investor Rights Agreement, see the section entitled “The Business Combination Agreement and Ancillary Documents — Ancillary Documents — Investor Rights Agreement.”

        The Closing is subject to the satisfaction (or waiver) of a number of conditions set forth in the Business Combination Agreement, including, among others, MBSC Stockholder Approval of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the subsection entitled “The Business Combination — Conditions to Closing of the Business Combination.”

        The Business Combination Agreement may be terminated, and the Business Combination may be abandoned at any time prior to the Closing in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the subsection entitled “The Business Combination Agreement and Ancillary Documents — Termination.

        The Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

        Under the MBSC Articles, holders of MBSC Class A Common Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the MBSC Articles. As of August 10, 2023, this would have amounted to approximately $10.33 per share. If an MBSC Public Stockholder exercises its redemption rights, MBSC will redeem the related MBSC Class A Common Shares for cash, and such MBSC Public Stockholder will no longer own such MBSC Class A Common Shares and will not participate in the future growth of New Greenfire, if any in respect of the MBSC Class A Common Shares so redeemed. Such a holder will be entitled to receive cash for its

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MBSC Class A Common Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. For more information regarding these procedures, see the subsection entitled “Special Meeting of MBSC Stockholders and MBSC Warrantholders — Redemption Rights.”

        It is anticipated that, upon the Closing, the ownership of New Greenfire Common Shares will be held:

        basic, as follows:

 

Assuming
No Redemptions

 

%

 

Assuming 50% Redemptions

 

%

 

Assuming Maximum Redemptions

 

%

Shares held by current MBSC Public Stockholders

 

9,900,990

 

13

%

 

9,900,990

 

13

%

 

 

%

Shares held by the MBSC Sponsor(1)

 

5,000,000

 

7

%

 

5,000,000

 

7

%

 

4,250,000

 

6

%

Shares held by current Greenfire Shareholders

 

43,298,722

 

59

%

 

43,298,722

 

59

%

 

43,819,751

 

64

%

Shares held by current holders of Greenfire Bond Warrants

 

15,579,591

 

21

%

 

15,579,591

 

21

%

 

15,767,066

 

23

%

Shares held by PIPE Investors(2)

 

 

%

 

 

%

 

4,950,496

 

7

%

Total New Greenfire Common Shares, basic

 

73,779,303

 

100.0

%

 

73,779,303

 

100.0

%

 

68,787,313

 

100

%

____________

Ownership is shown on a non-dilutive basis.

(1)      An additional 750,000 MBSC Class B Common Shares will be forfeited and cancelled for no consideration when New Greenfire Debt Financing at the Closing exceeds US$25 million.

(2)      Maximum redemption scenario contemplates PIPE Investment of US$50 million to purchase 4,950,496 MBSC Class A Common Shares, which will be converted into New Greenfire Common Shares on a 1:1 basis on the Closing Date.

        on a fully diluted basis, as follows:

 

Assuming
No Redemptions

 

%

 

Assuming 50% Redemptions

 

%

 

Assuming Maximum Redemptions

 

%

Shares held by current MBSC Public Stockholders

 

9,900,990

 

11

%

 

9,900,990

 

11

%

 

 

%

Shares held by the MBSC Sponsor, fully diluted(1)

 

7,526,667

 

9

%

 

7,526,667

 

9

%

 

6,776,667

 

8

%

Shares held by current Greenfire Shareholders and holders of Greenfire Performance Warrants, fully diluted(2)(3)

 

50,497,143

 

60

%

 

50,497,143

 

60

%

 

51,059,667

 

61

%

Shares held by current holders of Greenfire Bond Warrants, fully diluted(4)

 

16,829,591

 

20

%

 

16,829,591

 

20

%

 

17,017,066

 

20

%

Shares held by PIPE Investors(5)

 

 

%

 

 

%

 

8,796,650

 

11

%

Total New Greenfire Common Shares, fully diluted

 

84,754,391

 

100.0

%

 

84,754,391

 

100.0

%

 

83,650,050

 

100.0

%

____________

Ownership is shown on a fully diluted basis. Please see the subsection entitled “The Business Combination — Total New Greenfire Common Shares to Be Issued in the Business Combination” and the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information.

(1)      As of December 31, 2022, MBSC had outstanding Private Placement Warrants of 7,526,667. Immediately prior to the Merger, 3,260,000 MBSC Private Placement Warrants held by the MBSC Sponsor and 1,740,000 MBSC Private Placement Warrants held by Cantor will be forfeited and cancelled for no consideration. The remaining 2,526,667 MBSC Private Placement Warrants will be converted into New Greenfire Warrants on a 1:1 basis, which have been included in the fully diluted New Greenfire Common Shares.

(2)      On the Closing Date, 3,750,000 New Greenfire Warrants, including 2,910,123 New Greenfire Warrants to be held by Greenfire founders and 839,877 New Greenfire Warrants to be held by Greenfire employees, have been included in the fully diluted New Greenfire Common Shares.

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(3)      On the Closing Date, the Greenfire Performance Warrantholders will have a portion of their Greenfire Performance Warrants cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Performance Warrantholders, and the remaining Greenfire Performance Warrants will be converted into New Greenfire Performance Warrants. New Greenfire Performance Warrants of (i) 3,448,421 under the no redemption and 50% redemption scenarios and (ii) 3,489,916 under the maximum redemption scenario, respectively, have been included in the fully diluted New Greenfire Common Shares.

(4)      On the Closing Date, 1,250,000 New Greenfire Warrants will be issued to the current holders of Greenfire Bond Warrants, which have been included in the fully diluted New Greenfire Common Shares.

(5)      Maximum redemption includes New Greenfire Debt Financing of $50,000,000 aggregate principal amount of New Greenfire Convertible Notes, which may be converted into New Greenfire Common Shares at $13 per share, equivalent to 3,846,154 New Greenfire Common Shares.

The below sensitivity table shows the potential impact of redemptions on the per-share value of the shares owned by non-redeeming MBSC Public Stockholders. It also sets forth, on a disaggregated basis, the potential dilutive impact of various sources in each redemption scenario.

 

Assuming
No
Redemptions

 

Value Per
Share
(1)

 

Assuming
50%
Redemptions

 

Value Per
Share
(1)

 

Assuming
Maximum
Redemptions

 

Value Per
Share
(1)

Base Scenario

 

73,779,303

 

$

10.10

 

73,779,303

 

$

10.10

 

68,787,313

 

$

10.10

Shares underlying MBSC Public
Warrants
(2)

 

73,779,303

 

$

10.10

 

73,779,303

 

$

10.10

 

68,787,313

 

$

10.10

Shares underlying MBSC Private
Placement Warrants
(3)

 

76,305,970

 

$

9.77

 

76,305,970

 

$

9.77

 

71,313,980

 

$

9.74

Shares underlying New Greenfire
Performance Warrants
(4)

 

77,227,724

 

$

9.65

 

77,227,724

 

$

9.65

 

72,277,229

 

$

9.61

Shares issuable upon conversion of
New Greenfire Convertible
Notes
(5)

 

 

 

 

 

 

 

72,633,467

 

$

9.57

Total New Greenfire Common Shares, fully diluted

 

84,754,391

 

$

8.79

 

84,754,391

 

$

8.79

 

83,650,050

 

$

8.31

____________

(1)      Based on a post-transaction equity value of approximately $745.17 million, $745.17 million and $694.75 million, respectively, under the no redemption, 50% redemption and maximum redemption scenarios, assuming an ascribed value of $10.10 per share. See the subsection entitled “Risk Factors — General Risk Factors Related to Greenfire/New Greenfire — You should not assume that New Greenfire Common Shares at Closing are valued at $10.10 per share.

(2)      No dilution is anticipated from the shares underlying MBSC Public Warrants because the MBSC Public Warrants are anticipated to be redeemed pursuant to the MBSC Public Warrant Redemption. See the subsection entitled “The Business Combination Agreement and Ancillary Documents — Ancillary Documents — Investor Support Agreements.

(3)      Includes 2,526,667 MBSC Private Placement Warrants. No dilution is anticipated from the shares underlying 3,260,000 MBSC Private Placement Warrants held by the MBSC Sponsor and 1,740,000 MBSC Private Placement Warrants held by Cantor, which will be forfeited and cancelled for no consideration at the Closing.

(4)      On the Closing Date, the Greenfire Performance Warrantholders will have a portion of their Greenfire Performance Warrants cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Performance Warrantholders, and the remaining Greenfire Performance Warrants will be converted into New Greenfire Performance Warrants. New Greenfire Performance Warrants of (i) 3,448,421 under the no redemption and 50% redemption scenarios and (ii) 3,489,916 under the maximum redemption scenario, respectively, have been included in the fully diluted New Greenfire Common Shares.

(5)      Maximum redemption includes New Greenfire Debt Financing of $50,000,000 aggregate principal amount of New Greenfire Convertible Notes, which may be converted into New Greenfire Common Shares at $13 per share, equivalent to 3,846,154 New Greenfire Common Shares.

The table below sets forth the effective underwriting fee incurred in connection with the Business Combination in each redemption scenario.

 

Assuming
No
Redemptions

 

% of
Trust
Account

 

Assuming
50%
Redemptions

 

% of
Trust
Account

 

Assuming
Maximum
Redemptions

 

% of
Trust
Account

Deferred Underwriting Fee(1)

 

$

10,000,000 USD

 

3.3

%

 

$

10,000,000 USD

 

10

%

 

$

10,000,000 USD

 

10

%

____________

(1)      MBSC and the underwriter of the MBSC IPO have agreed to reduce the underwriting fees from $14,280,000 to $10,000,000 in the event the Business Combination is consummated.

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The no redemption and 50% redemption scenarios result in the same anticipated ownership of New Greenfire Common Shares upon the Closing because:

(i)     with respect to current MBSC Public Stockholders and the PIPE Investors, the number of New Greenfire Common Shares owned on a pro forma basis is anticipated to vary based on whether an amount of cash less than or equal to, or an amount greater than, $100,000,000 is remaining in the Trust Account after giving effect to the MBSC Stockholder Redemption. Under both the no redemption and 50% redemption scenarios, an amount of cash greater than $100,000,000 would be remaining in the Trust Account after giving effect to the MBSC Stockholder Redemption, and the PIPE Financing would be automatically reduced to zero, 9,900,990 New Greenfire Common Shares would be held by current MBSC Public Stockholders and any cash remaining in the Trust Account, after giving effect to the MBSC Stockholder Redemption, would be distributed to non-redeeming MBSC Public Stockholders on a pro rata basis. As a result, both scenarios produce the same aggregate number of New Greenfire Common Shares held by current MBSC Public Stockholders and the PIPE Investors.

(ii)    with respect to shares held by the MBSC Sponsor, the only input anticipated to affect the number of New Greenfire Common Shares owned on a pro forma basis is the number of MBSC Class B Common Shares forfeited pursuant to the MBSC Sponsor Class B Share Forfeiture. Under both the no redemption and 50% redemption scenarios, the MBSC Sponsor will not forfeit 750,000 MBSC Class B Common Shares because the amount of the New Greenfire Debt Financing issued at the Closing will not exceed $25,000,000. In addition, under both scenarios, the MBSC Sponsor will forfeit 2,500,000 MBSC Class B Common Shares. Therefore, both scenarios result in an MBSC Class B Common Share Amount of 5,000,000. As a result, both scenarios produce the same aggregate number of New Greenfire Common Shares held by the MBSC Sponsor.

(iii)   with respect to shares held by current Greenfire Shareholders and current holders of Greenfire Bond Warrants, the only input anticipated to affect the number of New Greenfire Common Shares owned on a pro forma basis is the MBSC Class B Common Share Amount. Under both the no redemption and 50% redemption scenarios, the same amount of MBSC Class B Common Shares will remain issued and outstanding at the Merger Effective Time. As a result, both scenarios produce the same aggregate number of New Greenfire Common Shares held by current Greenfire Shareholders and current holders of Greenfire Bond Warrants, respectively.

For more information on the disposition of securities, please see the subsection entitled “The Business Combination — Disposition of Securities.”

        Please see the subsections entitled “Summary of the Registration Statement/Proxy Statement — Ownership of New Greenfire After Closing,” and “The Business Combination — Total New Greenfire Common Shares to Be Issued in the Business Combination” and the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information. The MBSC Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination, including the recommendation of the Transaction Committee. For more information about the MBSC Board and the Transaction Committee’s decision-making processes, see the subsection entitled “The Business Combination — Reasons of the MBSC Board and Transaction Committee for Approving the Business Combination.” When you consider the unanimous recommendation of the MBSC Board, you should keep in mind that, aside from their interests as shareholders, the MBSC Sponsor and certain members of MBSC management have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. Please see the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination.

        In addition to voting on the proposal to adopt and approve the Business Combination Agreement and the Business Combination, at the MBSC Stockholders’ Meeting, the MBSC Stockholders will also be asked to consider and vote on the approval of a proposal to approve the adjournment of the MBSC Stockholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal. If put forth at the MBSC Stockholders’ Meeting, the Adjournment Proposal will be the only proposal voted upon and the Business Combination Proposal will not be submitted to the MBSC Stockholders for a vote at the MBSC Stockholders’ Meeting.

For more information, see the sections entitled “MBSC Stockholder Proposal No. 1 — The Business Combination Proposal” and “MBSC Stockholder Proposal No. 2 — The Adjournment Proposal.”

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QUESTIONS AND ANSWERS ABOUT THE MBSC STOCKHOLDERS’ MEETING
AND THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the MBSC Stockholder Proposals to be presented at the MBSC Stockholders’ Meeting, as well as the proposed Business Combination. The following questions and answers do not include all of the information that is important to MBSC Stockholders. MBSC urges MBSC Stockholders to carefully read this entire Registration Statement/Proxy Statement, including the annexes and other documents referred to herein.

Q:     Why am I receiving this Registration Statement/Proxy Statement?

A:     MBSC Stockholders are being asked to consider and vote upon the MBSC Stockholder Proposals, including to approve the transactions contemplated by the Business Combination Agreement.

Holders of MBSC Public Warrants are being asked to consider and vote upon the Warrant Amendment Proposal to approve the MBSC Public Warrant Amendment in the form attached as Annex M hereto to provide that, upon Closing, each MBSC Public Warrant will be exchanged by such holder with MBSC for cash in the amount of $0.50 per MBSC Public Warrant. Pursuant to the Investor Support Agreements, holders of a majority of the MBSC Public Warrants have agreed to vote in favor of the Warrant Amendment Proposal, and accordingly the MBSC Public Warrant Amendment is expected to be adopted. The MBSC Public Warrant Amendment will be contingent upon MBSC Stockholders approving the Business Combination. Each MBSC Private Placement Warrant that is issued and outstanding immediately prior to the Merger Effective Time (after giving effect to the MBSC Sponsor Warrant Forfeiture and any other forfeitures of MBSC Warrants in connection with the Closing) will be automatically and irrevocably converted into one New Greenfire Warrant on the same terms as were in effect immediately prior to the Merger Effective Time pursuant to the MBSC Private Warrant Agreement.

A copy of the Business Combination Agreement is attached to this Registration Statement/Proxy Statement as Annex A. This Registration Statement/Proxy Statement and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the MBSC Stockholders’ Meeting and the MBSC Warrantholders’ Meeting. You should read this Registration Statement/Proxy Statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this Registration Statement/Proxy Statement and its annexes.

Q:     What is being voted on at the MBSC Stockholders’ Meeting?

A:     MBSC Stockholders will vote on the following MBSC Stockholder Proposals at the MBSC Stockholders’ Meeting:

        The Business Combination Proposal — To approve the Business Combination Agreement, dated December 14, 2022, as amended on April 21, 2023 and June 15, 2023, and the Business Combination, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) Canadian Merger Sub will amalgamate with and into Greenfire pursuant to the Plan of Arrangement, except that the legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation, and Surviving Greenfire will become a direct, wholly-owned subsidiary of New Greenfire and (ii) DE Merger Sub will merge with and into MBSC, with MBSC continuing as the surviving corporation following the Merger, as a result of which Surviving MBSC will become a direct, wholly-owned subsidiary of New Greenfire (the “Business Combination Proposal” or “MBSC Stockholder Proposal No. 1”);

        The Adjournment Proposal — To approve the adjournment of the MBSC Stockholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposal (the “Adjournment Proposal” or “MBSC Stockholder Proposal No. 2” and, together with the Business Combination Proposal, the “MBSC Stockholder Proposals”). If put forth at the MBSC Stockholders’ Meeting, the Adjournment Proposal will be the only Proposal voted upon and the Business Combination Proposal will not be submitted to the MBSC Stockholders for a vote at the MBSC Stockholders’ Meeting.

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Q:     Are the MBSC Stockholder Proposals conditioned on one another?

A:     The Business Combination is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of the Business Combination Proposal. If put forth at the MBSC Stockholders’ Meeting, the Adjournment Proposal will be the only Proposal voted upon and the Business Combination Proposal will not be submitted to the MBSC Stockholders for a vote at the MBSC Stockholders’ Meeting.

Q:     What will happen in the Business Combination?

Pursuant to the Business Combination Agreement, among other things and subject to the terms and conditions contained in the Business Combination Agreement and Plan of Arrangement, (i) Canadian Merger Sub will amalgamate with and into Greenfire pursuant to the Plan of Arrangement, except that the legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation, and Surviving Greenfire will become a direct, wholly-owned subsidiary of New Greenfire and (ii) DE Merger Sub will merge with and into MBSC, with MBSC continuing as the surviving corporation following the Merger, as a result of which Surviving MBSC will become a direct, wholly-owned subsidiary of New Greenfire.

Following the Business Combination, New Greenfire will be a public company and is expected to be listed on the NYSE. For more information about the Business Combination Agreement and the Business Combination, please see the section entitled “The Business Combination.”

Q:     How were the transaction structure and consideration for the Business Combination determined?

A:     Following the closing of the MBSC IPO, MBSC representatives commenced a robust search for businesses or assets to acquire for the purpose of consummating an Initial Business Combination. Persons affiliated with Brigade had preexisting relationships with Greenfire’s management team and majority equityholders dating to 2021 due to Brigade’s investment in the Greenfire Bonds and Greenfire Bond Warrants. See “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information. Such individuals introduced members of MBSC’s management team who are affiliated with Brigade to Julian McIntyre, a founding shareholder and substantial equityholder of Greenfire. MBSC first indicated to Greenfire its interest in combining with Greenfire when a member of MBSC’s management contacted Mr. McIntyre regarding a possible combination between MBSC and Greenfire in early March 2022. MBSC was subject to a confidentiality agreement, dated as of March 17, 2022, with respect to Greenfire. Please see the subsection entitled “The Business Combination — Background of the Business Combination” for additional information.

Q:     Why is MBSC proposing the Business Combination?

A:     MBSC was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On October 26, 2021, MBSC completed the MBSC IPO of 30,000,000 MBSC Units, including the partial exercise by Cantor of its over-allotment option to purchase up to 3,915,000 MBSC Over-allotment Units, with each MBSC Unit consisting of one MBSC Class A Common Share and one-third of one MBSC Public Warrant, generating gross proceeds to MBSC of $300,000,000. Each whole MBSC Public Warrant entitles the holder thereof to purchase one MBSC Class A Common Share at a price of $11.50 per share, subject to adjustment. On December 4, 2021, the underwriters’ remaining over-allotment option expired unexercised. Since the MBSC IPO, MBSC’s activity has been limited to the search for a prospective Initial Business Combination.

The MBSC Articles provide that MBSC initially had until October 26, 2022, which was 12 months from the closing of the MBSC IPO, to complete an Initial Business Combination, but also provides MBSC with the right to (a) extend such period of time by up to three months, up to four times (each, an “Optional Extension”) and (b) seek an extension of such time period to a later date pursuant to an amendment to the MBSC Articles (the period in which to complete an Initial Business Combination, after giving effect to any extensions, being referred to as the “Combination Period”). In order to effect an Optional Extension, the MBSC Sponsor is required to give at least five days’ advance notice to MBSC prior to the applicable deadline and then to deposit or to cause an affiliate or designee to deposit an additional $1,696,500 into the Trust Account for the benefit of the MBSC Public Stockholders, which amount was drawn from the accrued interest held in the Trust Account, and deposited into the Trust Account. The MBSC Board, at the request of the MBSC Sponsor, has approved three Optional Extensions, such that the period of time available to MBSC to consummate an Initial Business Combination currently expires on July 26, 2023, and MBSC retains one additional Optional Extension to

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extend such date to October 26, 2023. In connection with the exercise of each such Optional Extension, MBSC has deposited an additional $1,696,500 into the Trust Account for the benefit of MBSC Public Stockholders, which amount was drawn, in part, from the accrued interest held in the Trust Account and deposited into the Trust Account. The MBSC Articles allows distribution of accrued interest on the Trust Account to be withdrawn from the Trust Account for working capital purposes. MBSC’s stockholders are not entitled to vote on or redeem their shares in connection with the exercise of any Optional Extensions. The MBSC Sponsor is not obligated to extend the time for MBSC to complete an Initial Business Combination.

The MBSC Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including the evaluation and recommendation of the Transaction Committee as well as the MBSC Board’s review of the results of the due diligence conducted by MBSC management and MBSC’s advisors. As a result, the MBSC Board concluded that a transaction with Greenfire would present the most attractive opportunity to maximize value for MBSC Stockholders. Please see the subsection entitled “The Business Combination — Reasons of the MBSC Board and Transaction Committee for Approving the Business Combination.”

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are several closing conditions in the Business Combination Agreement, including the approval by MBSC Stockholders of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the subsection entitled “The Business Combination — Conditions to Closing of the Business Combination.”

Q:     How will New Greenfire be managed and governed following the Business Combination?

A:     Upon consummation of the Business Combination, New Greenfire will be governed by the New Greenfire Articles and the New Greenfire Bylaws, which are attached hereto as Annex B-1 and Annex B-2, respectively. The New Greenfire Board will be responsible for guiding New Greenfire’s business and affairs and overseeing management. New Greenfire’s management team will be derived from Greenfire’s existing employees and members of management, who will be responsible for the execution of the combined business’s strategy. Please see the section entitled “Management of New Greenfire After the Business Combination” for more information.

Q:     What will be the equity stakes of the Greenfire Shareholders, MBSC Public Stockholders and the MBSC Sponsor in New Greenfire upon completion of the Business Combination?

A:     MBSC, New Greenfire and Greenfire anticipate that, upon the Closing, the ownership of New Greenfire Common Shares will be held, on a fully diluted basis, as follows:

 

Assuming
No
Redemptions

 

%

 

Assuming
50%
Redemptions

 

%

 

Assuming
Maximum
Redemptions

 

%

Shares held by current MBSC Public Stockholders

 

9,900,990

 

11

%

 

9,900,990

 

11

%

 

 

%

Shares held by the MBSC Sponsor, fully diluted(1)

 

7,526,667

 

9

%

 

7,526,667

 

9

%

 

6,776,667

 

8

%

Shares held by current Greenfire Shareholders and holders of Greenfire Performance Warrants, fully diluted(2)(3)

 

50,497,143

 

60

%

 

50,497,143

 

60

%

 

51,059,667

 

61

%

Shares held by current holders of Greenfire Bond Warrants, fully diluted(4)

 

16,829,591

 

20

%

 

16,829,591

 

20

%

 

17,017,066

 

20

%

Shares held by PIPE Investors(5)

 

 

%

 

 

%

 

8,796,650

 

11

%

Total New Greenfire Common Shares, fully diluted

 

84,754,391

 

100.0

%

 

84,754,391

 

100.0

%

 

83,650,050

 

100.0

%

____________

Ownership is shown on a fully diluted basis. Please see the subsection entitled “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information.

(1)      As of December 31, 2022, MBSC had outstanding Private Placement Warrants of 7,526,667. Immediately prior to the Merger, 3,260,000 MBSC Private Placement Warrants held by the MBSC Sponsor and 1,740,000 MBSC Private Placement Warrants held by Cantor will be forfeited and cancelled for no consideration. The remaining 2,526,667 MBSC Private Placement Warrants will be converted into New Greenfire Warrants on a 1:1 basis, which have been included in the fully diluted New Greenfire Common Shares.

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(2)      On the Closing Date, 3,750,000 New Greenfire Warrants, including 2,910,123 New Greenfire Warrants to be held by Greenfire founders and 839,877 New Greenfire Warrants to be held by Greenfire employees, have been included in the fully diluted New Greenfire Common Shares.

(3)      On the Closing Date, the Greenfire Performance Warrantholders will have a portion of their Greenfire Performance Warrants cancelled in exchange for a cash payment from Greenfire equal to the pro rata share of the Cash Consideration payable to the Greenfire Performance Warrantholders, and the remaining Greenfire Performance Warrants will be converted into New Greenfire Performance Warrants. New Greenfire Performance Warrants of (i) 3,448,421 under the no redemption and 50% redemption scenarios and (ii) 3,489,916 under the maximum redemption scenario, respectively, have been included in the fully diluted New Greenfire Common Shares.

(4)      On the Closing Date, 1,250,000 New Greenfire Warrants will be issued to the current holders of Greenfire Bond Warrants, which have been included in the fully diluted New Greenfire Common Shares.

(5)      Maximum redemption includes New Greenfire Debt Financing of $50,000,000 aggregate principal amount of New Greenfire Convertible Notes, which may be converted into New Greenfire Common Shares at $13 per share, equivalent to 3,846,154 New Greenfire Common Shares.

Q:     Did the MBSC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes. The Transaction Committee received the Fairness Opinion from Peters as to the fairness, from a financial point of view, to the holders of MBSC Class A Common Shares, other than the MBSC Sponsor or any of its affiliates who may be holding MBSC Class A Common Shares, to whom no opinion was expressed, of the Consideration to be paid by MBSC (through New Greenfire) pursuant to the Transactions, which opinion was subject to and based on procedures followed, assumptions made, matters considered, limitations of the review undertaken and qualifications contained in such opinion as more fully described under the subsection “The Business Combination — Opinion of Financial Advisor to the Transaction Committee.”

Q:     What are some of the positive and negative factors that the MBSC Board considered when determining to enter into the Business Combination Agreement and their rationale for approving the Business Combination?

A:     The MBSC Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the MBSC Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the MBSC Board may have given different weight to different factors.

        Management Team.    Greenfire’s management team possess knowledge of the industry, have a proven track record in developing Greenfire’s asset base and are well suited to realize the investment potential from the Business Combination.

        Asset Quality.    Greenfire’s assets have successfully been brought back online since Greenfire acquired its properties in 2021. During this time, existing wells that had been closed were reopened and brought back online. In addition, since acquiring its 75% interest in the Hangingstone Expansion in September 2021, Greenfire doubled the average production rate per well and increased output 19% from approximately 15,750 bbl/day to approximately 18,750 bbl/day for its 75% interest, according to Greenfire production data as of November 24, 2022. These accomplishments were driven by the experience of the Greenfire management team and the quality of Greenfire’s assets.

        Growth Trajectory.    Greenfire’s business has good growth trajectory as demonstrated by the increase in production since acquiring the 75% interest in the Hangingstone Expansion in September 2021. Additionally, Greenfire has been making capital investments that are intended to increase daily production when all surface debottlenecking projects are successfully executed.

        Best Available Opportunity.    The MBSC Board determined, after a thorough review of other business combination opportunities reasonably available to MBSC, that the proposed Business Combination represents the best potential business combination for MBSC based upon its evaluation and assessment of numerous other potential acquisition targets.

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        Continued Ownership by Existing Investors.    The MBSC Board considered that Greenfire’s existing equityholders would hold a significant amount of the combined company’s equity and that all of the existing equityholders of Greenfire are “rolling over” a significant proportion of their existing equity interests into equity interests in the combined company, which would represent approximately 71% of the outstanding shares of the combined company immediately after the Closing on a fully diluted basis, assuming that no MBSC Public Stockholders exercise their redemption rights in connection with the Business Combination. In addition, the MBSC Board considered that, pursuant to the Lock-Up Agreement, key Greenfire Shareholders party thereto will agree to subject all of the equity interests in the combined company held by them at Closing to a lock-up period until 180 days after the Closing (subject to customary stock price-based early release triggers). The MBSC Board considered these factors to be indications of confidence by Greenfire’s equityholders, board and management in the company’s prospects following the Business Combination and the benefits to be realized as a result of the Business Combination.

        Results of Due Diligence.    The MBSC Board considered the scope of the financial, commercial, scientific and legal due diligence investigation conducted by MBSC’s management and outside advisors and evaluated the results thereof and information available to it related to Greenfire, including:

        extensive meetings and calls with Greenfire’s management team regarding its business, operations, technology, assets, prospects and the proposed transaction; and

        review of materials related to Greenfire and its business made available by Greenfire, including financial statements, corporate documents, material contracts, reserve reports, benefit plans, employee compensation and labor matters, intellectual property matters, information technology, privacy and personal data, litigation information, and other regulatory and compliance matters and other legal and business diligence.

        Terms of the Business Combination Agreement.    The MBSC Board reviewed and considered the terms of the Business Combination Agreement and the related agreements, including the parties’ conditions to their respective obligations to complete the transactions contemplated therein and their ability to terminate such agreements under the circumstances described therein. Of note, the MBSC Board considered that the proceeds and terms of the Transaction Financing would, along with any funds remaining in the Trust Account after the MBSC Stockholder Redemption, be sufficient to meet the $100 million minimum cash closing condition, thereby reducing closing uncertainty with respect to the Business Combination. See “The Business Combination Agreement and Ancillary Documents — Ancillary Documents” for detailed descriptions of the terms and conditions of these agreements.

        Opinion of the Transaction Committee’s Financial Advisor.    The MBSC Board considered the financial analyses of Peters, as reviewed and discussed with the MBSC Board, as well as the opinion of Peters to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the opinion, the Consideration to be paid by MBSC (through New Greenfire, its parent entity following the Transactions) pursuant to the Transactions was fair, from a financial point of view, to the holders of MBSC Class A Common Shares other than the MBSC Sponsor or any of its affiliates who may be holding MBSC Class A Common Shares to whom no opinion was expressed.

        The Transaction Committee’s Recommendation.    In connection with the Business Combination, the members of the Transaction Committee evaluated the proposed terms of the Business Combination, including the Business Combination Agreement and the related agreements, and unanimously determined that, based upon the Fairness Opinion and the presentations made to the Transaction Committee at the meetings of the Transaction Committee and the MBSC Board, both by MBSC’s management, its advisors and Peters, and such other matters as the Transaction Committee considered relevant, (i) the terms of the Transactions are fair to, and in the best interests of, the MBSC and the holders of the MBSC Class A Common Shares, other than the MBSC Sponsor or any of its affiliates who may hold MBSC Class A Common Shares (with respect to whom no opinion was expressed), and (ii) it is advisable and in the best interests of MBSC and its stockholders to enter into the Business Combination Agreement and related transaction agreements and the transactions contemplated thereby.

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The Board also identified and considered the following factors and risks and other potentially negative factors concerning the Business Combination, although not weighted or in any order of significance:

        Benefits Not Achieved.    The risk that the potential benefits of the Business Combination or anticipated performance of Greenfire may not be fully achieved, or may not be achieved within the expected time frame and that the results of operations of New Greenfire’s business may differ materially from the projections prepared by Greenfire, including for, among other reasons any decrease in oil prices.

        Liquidation of MBSC.    The risks and costs to MBSC if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in MBSC being unable to effect a business combination within the required time frame and force MBSC to liquidate and the MBSC Warrants to expire worthless.

        MBSC Stockholder Vote and Plan of Arrangement.    The risk that MBSC stockholders may fail to approve the Business Combination, that the Arrangement Resolution is not approved and/or that the Interim Order and the Final Order are not obtained.

        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the parties’ control.

        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

        No Survival of Remedies for Breach of Representations, Warranties or Covenants of Greenfire.    The MBSC Board considered that the terms of the Business Combination Agreement provide that MBSC will not have any surviving remedies against Greenfire or its equityholders after the Closing to recover for losses as a result of any inaccuracies or breaches of the Greenfire or Acquisition Entity representations, warranties or covenants set forth in the Business Combination Agreement. As a result, MBSC Stockholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of Greenfire prior to the Closing, whether determined before or after the Closing, without any ability to reduce the number of shares to be issued in the Business Combination or recover for the amount of any damages. The MBSC Board determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms and the current shareholders of Greenfire will be, collectively, the majority equityholders in the combined company.

        Fees and Expenses.    The MBSC Board considered the fees and expenses associated with completing the Business Combination.

        Diversion of Management.    The MBSC Board considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on Greenfire’s business.

In addition to considering the factors described above, the MBSC Board also considered that:

        Interests of MBSC’s Directors and Executive Officers.    MBSC’s directors and executive officers may have interests in the Business Combination as individuals that are in addition to, and may be different from, the interests of MBSC Stockholders, including that all of the equity interests in MBSC held directly or indirectly by MBSC’s directors and executive officers will only have value if a business combination is completed and the affiliation of certain of MBSC’s directors and officers with Brigade, all as further described in the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination.” The MBSC Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for MBSC’s initial public offering and are included in this Registration Statement/Proxy Statement and (ii) the value of the equity interests in MBSC held by MBSC’s directors and executive officers would fluctuate based on the future performance of the combined company’s common stock. In addition, the Transaction

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Committee reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination. See “The Business Combination — Interests of Certain Persons in the Business Combination” for further information about the interests of the MBSC directors in the Business Combination.

Based on its review of the forgoing considerations, the MBSC Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects MBSC Stockholders will receive as a result of the Business Combination. The MBSC Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

For more information about the MBSC Board’s decision-making process, see the subsection entitled “The Business Combination — Reasons of the MBSC Board and Transaction Committee Approving the Business Combination.”

Q:     What happens if I sell my MBSC Class A Common Shares before the MBSC Stockholders’ Meeting?

A:     The record date for the MBSC Stockholders’ Meeting is earlier than the date of the MBSC Stockholders’ Meeting and the date that the Business Combination is expected to be completed. If you transfer your MBSC Class A Common Shares after the record date, but before the MBSC Stockholders’ Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the MBSC Stockholders’ Meeting. However, you will not be able to seek redemption of your MBSC Class A Common Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this Registration Statement/Proxy Statement. If you transfer your MBSC Class A Common Shares prior to the record date, you will have no right to vote those shares at the MBSC Stockholders’ Meeting or seek redemption of your MBSC Class A Common Shares.

Q:     How has the announcement of the Business Combination affected the trading price of MBSC Units, MBSC Class A Common Shares and MBSC Public Warrants?

A:     On December 14, 2022, the last trading date before the public announcement of the Business Combination, MBSC Units, MBSC Class A Common Shares and MBSC Public Warrants closed at $10.19, $10.19 and $0.38, respectively. On August 11, 2023, the trading date immediately prior to the date of this Registration Statement/Proxy Statement, MBSC Units, MBSC Class A Common Shares and MBSC Public Warrants closed at $10.61, $10.49 and $0.44, respectively.

Q:     Following the Business Combination, will MBSC’s securities continue to trade on a stock exchange?

A:     No. MBSC anticipates that, following consummation of the Business Combination, the MBSC Class A Common Shares, MBSC Units and MBSC Public Warrants will be delisted from the NYSE, and MBSC will be deregistered under the Exchange Act. Each MBSC Class A Common Share that is not an Excluded MBSC Class A Common Share and that is not redeemed by the holder thereof will, at the Merger Effective Time, be automatically converted into and exchanged for the right to receive one New Greenfire Common Share, or a fraction of one New Greenfire Common Share and a cash amount, subject to certain conditions. Each MBSC Private Placement Warrant that is issued and outstanding immediately prior to the Merger Effective Time (after giving effect to the MBSC Sponsor Warrant Forfeiture and any other forfeitures of MBSC Warrants in connection with the Closing) will be automatically and irrevocably converted into one New Greenfire Warrant on the same terms as were in effect immediately prior to the Merger Effective Time pursuant to the MBSC Private Warrant Agreement.

New Greenfire intends to list the New Greenfire Common Shares on the NYSE. It is anticipated that upon the Closing, the New Greenfire Common Shares will be listed on the NYSE under the ticker symbol “GFR”. Please see the subsection entitled “The Business Combination — Certain Information Relating to New Greenfire — Listing of New Greenfire Common Shares on the NYSE” for additional information.

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Q:     What vote is required to approve the MBSC Stockholder Proposals presented at the MBSC Stockholders’ Meeting?

A:     Approval of the Business Combination Proposal require the affirmative vote (virtually or by proxy) of the holders of a majority of the outstanding MBSC Class A Common Shares and MBSC Class B Common Shares entitled to vote thereon at the MBSC Stockholders’ Meeting, voting as a single class. The Adjournment Proposal (if put forth) requires the affirmative vote (virtually or by proxy) of the holders of a majority of the outstanding MBSC Class A Common Shares and MBSC Class B Common Shares entitled to vote and actually cast thereon at the MBSC Stockholders’ Meeting, voting as a single class.

Q:     May the MBSC Sponsor, directors, officers, advisors or any of their respective affiliates purchase MBSC Public Shares in connection with the Business Combination?

A:     In connection with the vote of MBSC Stockholders to approve the proposed Business Combination, the MBSC Sponsor, MBSC management or MBSC’s advisors and any of their respective affiliates may privately negotiate to purchase MBSC Public Shares from MBSC Public Stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. The MBSC Sponsor, MBSC management or MBSC’s advisors and any of their respective affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such MBSC Public Shares or during a restricted period under Regulation M under the Exchange Act or other federal securities laws. Such a purchase could include a contractual acknowledgement that such MBSC Stockholder, although still the record holder of such MBSC Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. The purpose of any such purchases of MBSC Public Shares could be to reduce the number of redemptions in the MBSC Stockholder Redemption. In the event that the MBSC Sponsor, MBSC management or MBSC’s advisors or any of their respective affiliates purchase MBSC Public Shares in privately negotiated transactions from MBSC Public Stockholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. In addition, the MBSC Sponsor, MBSC management and MBSC’s advisors or any of their respective affiliates would waive any redemption rights with respect to any MBSC Public Shares that they purchase in any such privately negotiated transactions.

Any purchases of public shares made by the MBSC Sponsor, directors, officers, advisors or any of their respective affiliates would not be voted in favor of the Business Combination Proposal. To the extent the transaction occurs following the date of this Registration Statement/Proxy Statement, the purchase price of any public shares to be acquired by the MBSC Sponsor, management, advisors or any of their respective affiliates will be at a price no higher than the redemption price offered to MBSC Public Stockholders.

Q:     How many votes do I have at the MBSC Stockholders’ Meeting?

A:     MBSC Stockholders are entitled to one vote at the MBSC Stockholders’ Meeting for each MBSC Class A Common Share or MBSC Class B Common Share held of record as of July 31, 2023, the record date for the MBSC Stockholders’ Meeting. As of the close of business on the record date, there were 30,000,000 outstanding MBSC Class A Common Shares, which are held by MBSC Public Stockholders, and 7,500,000 outstanding MBSC Class B Common Shares, which are held by the MBSC Sponsor.

Q:     How do I attend the MBSC Stockholders’ Meeting?

A:     The MBSC Stockholders’ Meeting will be held virtually on September 11, 2023 at 9:00 a.m., Eastern Time at https://www.cstproxy.com/m3brigadeiii/2023, pursuant to the procedures described in this Registration Statement/Proxy Statement, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the MBSC Stockholder Proposals. All MBSC Stockholders as of the record date, or their duly appointed proxies, may attend the MBSC Stockholders’ Meeting, which will be held virtually. MBSC Stockholders may attend the MBSC Stockholders’ Meeting online, including to vote and submit questions, at https://www.cstproxy.com/m3brigadeiii/2023. To attend and participate in the MBSC Stockholders’ Meeting, MBSC Stockholders of record will need to visit https://www.cstproxy.com/m3brigadeiii/2023 and enter the 12-digit control number provided on your proxy card.

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Q:     What constitutes a quorum at the MBSC Stockholders’ Meeting?

A:     Holders of at least a majority of the outstanding share capital of MBSC, present virtually or represented by proxy at the MBSC Stockholders’ Meeting, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the MBSC Stockholders’ Meeting. As of the record date for the MBSC Stockholders’ Meeting, July 31, 2023, MBSC Class A Common Shares and MBSC Class B Common Shares, in the aggregate, will be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum.

Q:     How will the MBSC Sponsor and MBSC management vote?

A:     The MBSC Sponsor and MBSC management have agreed to vote any MBSC Class A Common Shares held by them in favor of the Business Combination. The MBSC Sponsor has agreed to vote any MBSC Class B Common Shares held by it in favor of the Business Combination. Currently, the MBSC Sponsor owns approximately 20% of the outstanding MBSC Common Shares. At the Closing, the MBSC Sponsor intends to transfer 400,000 MBSC Class B Common Shares to HT Investments, LLC, a Delaware limited liability company, in connection with the termination of that certain Forward Purchase Agreement, dated as October 21, 2021, by and between MBSC and M3-Brigade III FPA LP (the “FPA Termination”).

Q:     What interests do the current officers and directors have in the Business Combination?

A:     In considering the unanimous recommendation of the MBSC Board to vote in favor of the Business Combination, MBSC Stockholders should be aware that, aside from their interests as stockholders, the MBSC Sponsor and certain members of MBSC management have interests in the Business Combination that are different from, or in addition to, those of other MBSC Stockholders generally. For instance, in the aggregate, as detailed further below, the MBSC Sponsor and its affiliates have approximately $54.95 million, including $52.40 million in implied value of MBSC Founder Shares, $2.55 million in implied value of MBSC Private Placement Warrants and $19,477 (as of December 31, 2022) of fees due for which the MBSC Sponsor is awaiting reimbursement, which would be at risk if the Business Combination is not completed. MBSC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to MBSC Stockholders that they approve the Business Combination. MBSC Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

        Pursuant to the MBSC Articles, the MBSC Sponsor is not entitled to redemption rights with respect to any MBSC Founder Shares and has agreed to waive redemption rights with respect to any MBSC Public Shares held by it in connection with the consummation of the Initial Business Combination. Additionally, the MBSC Sponsor is not entitled to redemption rights with respect to any MBSC Founder Shares held by it if MBSC fails to consummate the Initial Business Combination by the Deadline Date. If MBSC does not complete the Initial Business Combination within such applicable time period, the funds in the Trust Account (including the proceeds of the sale of the MBSC Private Placement Warrants held therein) will be used to fund the redemption of the MBSC Public Shares, and the MBSC Private Placement Warrants will expire without the receipt of any value by the holders of such warrants. Since the MBSC Sponsor and MBSC management directly or indirectly own MBSC Common Shares and MBSC Private Placement Warrants, MBSC management may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate the Initial Business Combination;

        The fact that MBSC Initial Stockholders paid an aggregate of approximately $25,000 for 11,500,000 MBSC Founder Shares (which, as adjusted for subsequent share subdivisions, share dividends, reorganizations, recapitalizations and the like, amounts to 7,503,750 MBSC Founder Shares as of the date hereof). By virtue of the Merger, each issued and outstanding MBSC Class B Common Share (after giving effect to the MBSC Sponsor Class B Share Forfeitures and any other transfers of MBSC Class B Common Shares in connection with the Closing) will be automatically converted into and exchanged for the right to receive (i) one New Greenfire Common Share and (ii) an amount in cash equal to the quotient of (A) the MBSC Working Capital plus the MBSC Extension Amount at the Merger Effective Time divided by (B) the number of MBSC Class B Common Shares outstanding at the Closing;

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        The fact that given the differential in the purchase price that the MBSC Sponsor paid for the MBSC Founder Shares (which was approximately $0.002 per MBSC Founder Share) as compared to the price of the MBSC Units sold in the MBSC IPO (which was $10 per MBSC Unit) and the value of up to 5,000,000 New Greenfire Common Shares that the MBSC Sponsor would receive upon conversion of the MBSC Founder Shares in connection with the Business Combination (which, if implied based on the trading price of MBSC Class A Common Shares of $10.49 as of August 11, 2023, would be $52.45 million in the aggregate), the MBSC Sponsor and its affiliates may earn a positive rate of return on their investment even if the New Greenfire Common Shares trade below the price initially paid for the MBSC Units in the MBSC IPO and the MBSC Public Stockholders experience a negative rate of return following the completion of the Business Combination;

        The fact that the MBSC Sponsor and MBSC’s independent directors currently hold a pecuniary interest in an aggregate of 5,786,667 MBSC Private Placement Warrants that would expire worthless if an Initial Business Combination is not consummated. Based on the trading price of MBSC Public Warrants as of August 11, 2023, such MBSC Private Placement Warrants have an implied value of approximately $2.55 million. By virtue of the Merger, each MBSC Private Placement Warrant that is issued and outstanding immediately prior to the Merger Effective Time (after giving effect to the MBSC Sponsor Warrant Forfeiture and any other forfeitures of MBSC Warrants in connection with the Closing) will be automatically and irrevocably converted into one New Greenfire Warrant on the same terms as were in effect immediately prior to the Merger Effective Time pursuant to the MBSC Private Warrant Agreement;

        The fact that certain of MBSC’s directors and certain members of MBSC management collectively own, directly or indirectly, a material interest in the MBSC Sponsor;

        MBSC Sponsor and MBSC management may have a conflict of interest with respect to evaluating a business combination and financing arrangements as MBSC may obtain loans from the MBSC Sponsor or an affiliate of the MBSC Sponsor or any of MBSC management to finance transaction costs in connection with the Initial Business Combination. No such loans were outstanding as of July 31, 2023, the record date for the MBSC Stockholders’ Meeting. Up to $1,500,000 of such loans may be convertible into New Greenfire Warrants at a price of $1.50 per warrant at the option of the lender. Such New Greenfire Warrants would be identical to the MBSC Private Placement Warrants;

        The MBSC Articles provide that MBSC renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any member of MBSC management on the one hand, and MBSC, on the other hand, or the participation of which would breach any existing legal obligation, under applicable Law or otherwise, of a member of MBSC management to any other entity, unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of MBSC and such opportunity MBSC is legally and contractually permitted to undertake and would otherwise be reasonable for MBSC to pursue. MBSC is not aware of any such corporate opportunities not being offered to MBSC and does not believe that waiver of the corporate opportunities doctrine has materially affected MBSC’s search for an acquisition target or will materially affect MBSC’s ability to complete an Initial Business Combination;

        If the Trust Account is liquidated, including in the event MBSC is unable to complete an Initial Business Combination within the required time period, the MBSC Sponsor has agreed to indemnify MBSC to ensure that the proceeds in the Trust Account are not reduced below $10.10 per MBSC Public Share, or such lesser amount per MBSC Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than MBSC’s independent public accountants) for services rendered or products sold to MBSC or (b) a prospective target business with which MBSC has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

        The fact that the MBSC Sponsor and MBSC management will be reimbursed for out-of-pocket expenses incurred in connection with activities on MBSC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $25,000 as of July 31, 2023, the record date for the MBSC Stockholders’ Meeting;

        The fact that the MBSC Sponsor and its affiliates will be reimbursed for advances paid on behalf of MBSC prior to the MBSC IPO, which advances were approximately $19,477 as of December 31, 2022;

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        The fact that the MBSC Sponsor will benefit from the completion of an Initial Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to MBSC Stockholders rather than liquidate;

        The anticipated appointment of Matthew Perkal, as designated by the MBSC Sponsor, as a director on the New Greenfire Board in connection with the closing of the Business Combination;

        The fact that Surviving MBSC will indemnify the MBSC Sponsor and its affiliates and their respective present and former directors and officers for a period of six years from the Closing, in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to the Business Combination and the MBSC Sponsor’s ownership of MBSC Securities or its control or ability to influence MBSC;

        Interests involving Brigade, including:

        The fact that certain of MBSC’s directors and certain members of MBSC management are or were employed at Brigade and the fact that such personnel owned, as of December 14, 2022, an indirect interest in approximately 40.1% of MBSC Founder Shares (i.e., 3,009,712 MBSC Founder Shares) and 42.7% of MBSC Private Placement Warrants (i.e., 2,472,299 MBSC Private Placement Warrants) through the MBSC Sponsor, which will receive between 4,250,000 and 5,000,000 New Greenfire Common Shares and any remaining working capital of MBSC after the Business Combination;

        The fact that Brigade had existing relationships with Greenfire prior to MBSC’s negotiations with Greenfire with respect to the Business Combination, including the fact that funds and accounts managed by Brigade (i) have a $41.05 million position in Greenfire Bonds and (ii) own 48,000 Greenfire Bond Warrants, which represent 15.52% of Greenfire Bond Warrants that were sold with the Greenfire Bonds;

        The fact that funds and accounts managed by Brigade have subscribed for $25 million of New Greenfire Common Shares in the PIPE Financing, or fifty percent (50%) of the New Greenfire Common Shares being issued pursuant to the PIPE Financing, and $50 million of New Greenfire Convertible Notes in the New Greenfire Debt Financing.

        The terms and provisions of the Ancillary Documents as set forth in detail under the subsection entitled “The Business Combination Agreement and Ancillary Documents — Ancillary Documents.”

The table set forth below summarizes the anticipated interests of the MBSC Sponsor in New Greenfire as of Closing, assuming maximum redemptions by MBSC Public Stockholders pursuant to the MBSC Stockholder Redemption, along with the value of such interests based on the closing price of the MBSC Public Warrants as of August 11, 2023 and of the MBSC Class A Common Shares as of August 11, 2023, which would be lost if an Initial Business Combination is not completed by MBSC by the Deadline Date.

 

Total Purchase
Price
/Capital
Contributions

 

Number of New
Greenfire
Warrants

 

Value of New
Greenfire
Warrants
(2)

 

Number of New
Greenfire
Common
Shares

 

Value of New
Greenfire
Common
Shares
(3)

M3-Brigade Sponsor III LP(1)

 

$

8,705,000.50

(4)

 

2,526,667

 

$

1,111,734

 

4,250,000

 

$

44,582,500

____________

(1)      Certain MBSC directors (Frederick Arnold, Benjamin Fader Rattner, Mohsin Y. Meghji, Scott Malpass and Steven Vincent) and members of MBSC management (Chris Chaice, Executive Vice President; William Gallagher, Executive Vice President; Charles Garner, Executive Vice President and Secretary; Christopher Good, Chief Financial Officer; and Matthew Perkal, Chief Executive Officer) each hold an indirect economic interest in the MBSC Sponsor.

(2)      Based on the closing price of the MBSC Public Warrants of $0.44 per warrant on August 11, 2023.

(3)      Based on the closing price of the MBSC Class A Common Shares of $10.49 per share on August 11, 2023.

(4)      Includes capital contributions of $25,000 for the purchase of MBSC Class B Common Shares and $8,680,000 for the purchase of MBSC Private Placement Warrants.

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The table set forth below summarizes the indirect economic interests of MBSC’s directors, MBSC management and Brigade Capital GP, LLC (an affiliate of Brigade) in MBSC through the MBSC Sponsor, based on the ownership of Class B Units of the MBSC Sponsor (each, an “MBSC Sponsor Class B Unit”), with each MBSC Sponsor Class B Unit representing an interest in one MBSC Class B Common Share, and Class W Units of the Sponsor (each, an “MBSC Sponsor Class W Unit”), with each MBSC Sponsor Class W Unit representing an interest in one MBSC Private Placement Warrant. MBSC’s directors, MBSC Management and Brigade Capital GP, LLC have made purchases and capital contributions totaling $3,993,095.22 in the MBSC Sponsor, which would be at risk if the Business Combination is not completed.

 

Position

 

Total Purchase
Price
/Capital
Contributions

 

Number
of MBSC
Sponsor
Class B Units

 

Number
of MBSC
Sponsor
Class W Units

Frederick Arnold

 

MBSC Director

 

$

75,451.53

 

61,121

 

50,000

Alan Carr

 

MBSC Director

 

 

 

 

Benjamin Fader Rattner

 

MBSC Director

 

$

75,451.53

 

61,121

 

50,000

Mohsin Y. Meghji(1)

 

MBSC Director

 

$

2,710,511.40

 

1,856,337

 

1,793,974

Scott Malpass

 

MBSC Director

 

 

 

25,000

 

William Transier

 

MBSC Director