UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d)~~: June 16, 2023~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 20, 2023

M3-BRIGADE ACQUISITION III CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-40946

86-3185502

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1700 Broadway, 19th Floor New York, New York		10019
(Address of principal executive offices)		(Zip Code)

1700 Broadway, 19th Floor

New York, New York 10019

(Address of principal executive offices, including zip code)

(212) 202-2200 ~~(Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)~~

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable public warrant	MBSC.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	MBSC	New York Stock Exchange
Public warrants, each whole public warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	MBSC WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

~~Attached~~On asJuly ~~Exhibit 99.1 and incorporated herein by reference is an investor presentation dated June 16~~20, 2023, ~~prepared for use by~~ M3-Brigade Acquisition III Corp. (the “~~MBSC~~Company”) in ~~meetings~~issued ~~with~~a ~~certain~~press ofrelease ~~its~~announcing ~~shareholders as well as other persons with respect to~~ the ~~previously~~approval ~~announced transactions contemplated~~ by ~~that~~the ~~certain~~Company’s ~~Business~~board ~~Combination~~of ~~Agreement~~directors, at ~~dated~~the asrequest of ~~December~~M3-Brigade ~~14,~~Sponsor ~~2022~~III LP (asthe ~~amended on April 21~~“Sponsor”), ~~2023,~~of ~~and~~an asextension ~~further~~of ~~amended~~the ~~on June~~period ~~15,~~of ~~2023,~~time the ~~“Business~~Company ~~Combination~~has ~~Agreement”),~~to byconsummate its ~~and~~initial ~~among~~business ~~MBSC,~~combination ~~Greenfire~~until ~~Resources~~October ~~Ltd.~~26, an2023. ~~Alberta corporation~~In ~~(“PubCo”),~~connection DEwith ~~Greenfire~~such ~~Merger Sub Inc.~~extension, athe ~~Delaware~~Sponsor ~~corporation~~or ~~and~~its aaffiliates ~~direct,~~or ~~wholly owned subsidiary~~designees ofwill ~~PubCo,~~deposit ~~2476276~~an ~~Alberta~~additional ~~ULC~~$1,696,500 aninto ~~Alberta~~the ~~corporation~~Company’s ~~and~~trust ~~a direct~~account, ~~wholly~~in ~~owned~~part ~~subsidiary~~from ofthe ~~PubCo~~Company’s ~~and~~working ~~Greenfire Resources Inc.~~capital, anfor the ~~Alberta~~benefit ~~corporation~~of ~~(“Greenfire,” and such transactions,~~ the ~~“Business~~Company’s ~~Combination”)~~public stockholders.

~~The~~A ~~information~~copy ~~in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~press ~~Exchange~~release ~~Act~~is ofincluded ~~1934,~~ as ~~amended~~Exhibit ~~(the~~99.1 ~~“Exchange Act”), or otherwise subject~~ to ~~liabilities under that section, and shall not be deemed to~~this ~~be incorporated by reference into the filings of MBSC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This~~ Current Report on Form 8-K ~~will~~ ~~not~~and beis ~~deemed~~incorporated anherein ~~admission~~by ~~as to the materiality of any information contained in this Item 7~~reference.~~01, including Exhibit 99.1.~~

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No		Description
99.1		Investor Presentation, dated as of June 16, 2023

EXHIBIT INDEX

Additional Information and Where to Find It

Exhibit No.		Description

99.1		Press Release, dated July 20, 2023.

104		Cover Page Interactive Data file (embedded within the inline XBRL document).

A full description of the terms of the proposed business combination have been provided in a registration statement on Form F-4 (as it may be amended, the “Registration Statement”) filed by PubCo with the Securities and Exchange Commission (“SEC”) on April 21, 2023, as amended on June 15, 2023, which includes a preliminary prospectus and proxy statement of MBSC, referred to as a proxy statement/prospectus. PubCo and MBSC urge investors, stockholders and other interested persons to read the preliminary proxy statement/prospectus, as well as other documents filed with the SEC, because these documents contain or will contain important information about the PubCo, MBSC, Greenfire and the proposed business combination. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to stockholders of MBSC as of a record date to be established for voting on the proposed business combination. Stockholders may obtain a copy of the registration statement on Form F-4 including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Greenfire Resources Inc., 1900 – 205 5th Avenue SW, Calgary, AB T2P 2V7, and M3-Brigade Acquisition III Corp., 1700 Broadway, 19th Floor, New York, NY 10019. The preliminary proxy statement/prospectus and, once available, the definitive proxy statement/prospectus, to be included in the Registration Statement can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Participants in Solicitation

PubCo, MBSC and Greenfire, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of MBSC’s stockholders in respect of the proposed business combination. Information about the directors and executive officers of MBSC is set forth in MBSC’s filings with the SEC. Information about the directors and executive officers of PubCo and Greenfire and more detailed information regarding the identity of all potential participants, and their direct and indirect interests by security holdings or otherwise, will be set forth in the definitive proxy statement/prospectus for the proposed business combination when available. Additional information regarding the identity of all potential participants in the solicitation of proxies to MBSC’s stockholders in connection with the proposed business combination and other matters to be voted upon at the special meeting, and their direct and indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement/prospectus, when it becomes available.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer or invitation for the sale or purchase of securities, assets or the business described herein or a commitment to PubCo, MBSC or Greenfire, nor is it a solicitation of any vote, consent or approval in any jurisdiction pursuant to or in connection with the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This communication may contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between PubCo, MBSC, Greenfire and the other parties thereto. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the timing to complete the proposed business combination by MBSC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by MBSC; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements relating to the proposed business combination; (iii) the outcome of any legal, regulatory or governmental proceedings that may be instituted against PubCo, MBSC, Greenfire or any investigation or inquiry following announcement of the proposed business combination, including in connection with the proposed business combination; (iv) the inability to complete the proposed business combination due to the failure to obtain approval of MBSC’s stockholders or the inability to receive approval of the proposed plan of arrangement in connection with the proposed business combination; (v) Greenfire’s and PubCo’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the proposed business combination; (vi) the ability of the parties to obtain the listing of PubCo’s common shares and warrants on the New York Stock Exchange upon the closing of the proposed business combination; (vii) the risk that the proposed business combination disrupts current plans and operations of Greenfire; (viii) the ability to recognize the anticipated benefits of the proposed business combination; (ix) unexpected costs related to the proposed business combination; (x) the amount of redemptions by MBSC’s public stockholders being greater than expected; (xi) the management and board composition of PubCo following completion of the proposed business combination; (xii) limited liquidity and trading of PubCo’s securities; (xiii) geopolitical risk and changes in applicable laws or regulations; (xiv) the possibility that Greenfire or MBSC may be adversely affected by other economic, business, and/or competitive factors; (xv) operational risks; (xvi) the possibility that the COVID-19 pandemic or another major disease disrupts Greenfire’s business; (xvii) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Greenfire’s resources; (xix) the risks that the consummation of the proposed business combination is substantially delayed or does not occur; (xx) risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; disruptions to the Canadian and global economy resulting from major public health events, the Russian-Ukrainian war and the impact on the global economy and commodity prices; the impacts of inflation and supply chain issues and steps taken by central banks to curb inflation; pandemic, war, terrorist events, political upheavals and other similar events; events impacting the supply and demand for oil and gas including the COVID-19 pandemic and actions taken by the OPEC + group; delays or changes in plans with respect to exploration or development projects or capital expenditures); (xxi) the uncertainty of reserve estimates; (xxii) the uncertainty of estimates and projections relating to production, costs and expenses; (xxiii) health, safety and environmental risks; (xxiv) commodity price and exchange rate fluctuations; (xxv) changes in legislation affecting the oil and gas industry; and (xxvi) uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of MBSC’s registration on Form S-1 (Registration Nos. 333-256017 and 333-260423), MBSC’s annual report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023, the Registration Statement, which includes a preliminary prospectus and proxy statement of MBSC, referred to as a proxy statement/prospectus, MBSC’s quarterly report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on June 2, 2023 and other documents filed by MBSC or PubCo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and PubCo, MBSC and Greenfire assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither PubCo, MBSC nor Greenfire gives any assurance that either PubCo, MBSC nor Greenfire will achieve its expectations.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	M3-BRIGADE ACQUISITION III CORP.
Date: June 16, 2023	By:	/s/ Mohsin Y. Meghji
Date: July 20, 2023	By:	/s/ Mohsin Y. Meghji
	~~Name:~~	~~Mohsin Y. Meghji~~Name:	Mohsin Y. Meghji
	~~Title:~~	~~Executive Chairman of the Board of Directors~~Title:	Executive Chairman of the Board of Directors

Filing Compare · M3-Brigade Acquisition III Corp.