NEW
YORK, May 31, 2023 /PRNewswire/ -- M3-Brigade
Acquisition III Corp. (NYSE: MBSC) (the "Company") announced today
that it has received a notice from the New York Stock Exchange (the
"NYSE") indicating that the Company is not in compliance with
Section 802.01E of the NYSE Listed Company Manual as a result of
its failure to timely file its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2023 (the
"Form 10-Q") with the Securities and Exchange Commission (the
"SEC"). The notice has no immediate effect on the listing of the
Company's stock on the NYSE.
In accordance with NYSE rules, the Company is issuing this
required press release. The NYSE has informed the Company that,
under NYSE rules, the Company will have until November 22, 2023 to file the Form 10-Q with the
SEC. The Company can regain compliance with the NYSE listing
standards at any time prior to that date by filing its Form 10-Q.
If the Company fails to file the Form 10-Q before the NYSE's
compliance deadline, the NYSE may grant, at its sole discretion, an
extension of up to six additional months for the Company to regain
compliance, depending on the specific circumstances. The notice
from the NYSE also notes that the NYSE may nevertheless commence
delisting proceedings at any time if it deems that the
circumstances warrant.
As the Company reported in its Form 12b-25 filed with the SEC on
May 16, 2023, the Company has been
unable to finalize the Form 10-Q because proper review of certain
relevant information has not yet been completed to ensure adequate
and accurate disclosure. The Company is not currently in a
position to file the Form 10-Q, but the Company continues to work
expeditiously to conclude its review and will file the Form 10-Q as
soon as practicable.
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 Resources Inc.
("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)
litigation and regulatory enforcement risks, including the
diversion of management time and attention and the additional costs
and demands on Greenfire's resources; (xvii) the risks that the
consummation of the proposed business combination is substantially
delayed or does not occur; (xviii) 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 actions taken by the OPEC + group; delays or changes
in plans with respect to exploration or development projects or
capital expenditures); (xix) the uncertainty of reserve estimates;
(xx) the uncertainty of estimates and projections relating to
production, costs and expenses; (xxi) health, safety and
environmental risks; (xxii) commodity price and exchange rate
fluctuations; (xxiii) changes in legislation affecting the oil and
gas industry; and (xxiv) 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 on Form F-4 (as
amended, the "Registration Statement") filed by PubCo with the SEC
on April 21, 2023, which includes a
preliminary prospectus and proxy statement of MBSC, referred to as
a proxy statement/prospectus, 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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SOURCE M3-Brigade Acquisition III Corp.