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 27, 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. ☐
Item
8.01. Other Events.
On
July 27, 2023, M3-Brigade Acquisition III Corp. (the “Company”) issued a press release announcing the receipt of a deposit
of $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. Pursuant to the Company’s amended and restated certificate of incorporation, the period of time the Company
has to consummate its initial business combination has been extended until October 26, 2023.
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 27, 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 RECEIPT OF DEPOSIT PROCEEDS IN CONNECTION WITH EXTENSION OF TIME TO COMPLETE INITIAL BUSINESS COMBINATION
NEW YORK, July 27, 2023 /PRNewswire/ -- M3-Brigade Acquisition
III Corp. (NYSE: MBSC) (“MBSC” or the “Company”) announced today that its sponsor, M3-Brigade Sponsor
III LP, or its affiliates or designees, has deposited $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, in connection with the extension of the period of time the
Company has to consummate its initial business combination until October 26, 2023. The Charter permits a total of four three-month extensions
(i.e., until October 26, 2023), of which this is the fourth.
As of the date hereof, there is approximately $312,853,334.85 in the
Company’s trust account.
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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