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UNITED 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
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, 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)
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 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)) |
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.
On July 20, 2023, M3-Brigade
Acquisition III Corp. (the “Company”) issued a press release announcing the approval by the Company’s board of directors,
at the request of M3-Brigade Sponsor III LP (the “Sponsor”), of an extension of the period of time the Company has to consummate
its initial business combination until October 26, 2023. In connection with such extension, the Sponsor or its affiliates or designees
will deposit an additional $1,696,500 into the Company’s trust account, in part from the Company’s working capital, for the
benefit of the Company’s public stockholders.
A copy of the press release is included as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
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: July 20, 2023 |
By: |
/s/ Mohsin Y. Meghji |
|
|
Name: |
Mohsin Y. Meghji |
|
|
Title: |
Executive Chairman of the Board of Directors |
Exhibit 99.1
M3-BRIGADE ACQUISITION III CORP. ANNOUNCES
INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION
NEW YORK, July 20, 2023 /PRNewswire/ -- M3-Brigade Acquisition
III Corp. (NYSE: MBSC) (“MBSC” or the “Company”) announced today that, upon the request of the Company’s
sponsor, M3-Brigade Sponsor III LP (the “Sponsor”), its board of directors has approved an extension of the period of time
the Company has to consummate its initial business combination by three months, from the current deadline of July 26, 2023 until October
26, 2023 (the “Extension”), pursuant to the Company's amended and restated certificate of incorporation (the “Charter”).
The Charter permits a total of four three-month extensions (i.e., until October 26, 2023), of which this is the fourth.
In connection with the Extension, the Sponsor, or its affiliates
or designees, will deposit an additional $1,696,500 into the Company’s trust account, in part from the Company’s working capital,
for the benefit of the Company’s public stockholders. The Company’s stockholders are not entitled to vote on or redeem their
shares in connection with the Extension.
About M3-Brigade Acquisition III Corp.
M3-Brigade Acquisition III Corp. is a special purpose acquisition
company listed on the New York Stock Exchange under the trading symbol “MBSC” organized by the founders and senior executives
of M3 Partners, LP and Brigade Capital Management, LP for the purpose of effecting a merger, stock purchase or similar business combination
with one or more businesses.
Cautionary Note Concerning Forward-Looking Statements
This communication may contain
certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination. 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 Greenfire Resources,
Ltd. (“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; (xviii) the risks that the consummation
of the proposed business combination is substantially delayed or does not occur; (xix) 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); (xx) the uncertainty
of reserve estimates; (xxi) the uncertainty of estimates and projections relating to production, costs and expenses; (xxii) health, safety
and environmental risks; (xxiii) commodity price and exchange rate fluctuations; (xxiv) changes in legislation affecting the oil and
gas industry; and (xxv) 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 quarterly report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on
June 2, 2023, MBSC’s annual report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023, the
definitive proxy statement/prospectus of PubCo, when available, including those under “Risk Factors” therein 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.
Contact:
M3-Brigade Acquisition III Corp.
c/o M3 Partners, LP
1700 Broadway
19th Floor
New York, NY 10019
www.m3-brigade.com
Investor Relations
Kristin Celauro (212) 202-2223
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