MBSC.U / M3-Brigade Acquisition III Cor Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

JOINT FILING AGREEMENT

EX-99.1 2 ea193082ex99-1m3brigade3.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached

CANTOR FITZGERALD SECURITIES - AMENDMENT NO. 1 TO SCHEDULE 13G

SC 13G/A 1 ea193082-13ga1cantorm3brig3.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 M3-Brigade Acquisition III Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 552635104 (CUSIP Number) December 31, 2023 (Dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40946 M3-BRIGADE ACQUISITION III CORP. (Exact name of registrant as spec

AMENDMENT NO. 1 TO PUBLIC WARRANT AGREEMENT

Exhibit 4.1 Execution Version AMENDMENT NO. 1 TO PUBLIC WARRANT AGREEMENT THIS AMENDMENT TO THE PUBLIC WARRANT AGREEMENT (this “Amendment”) is made as of September 20, 2023, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warran

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): September 20, 2023 M3-BRIGADE ACQ

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): September 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)

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 02, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): September 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)

AMENDMENT NO. 1 TO PUBLIC WARRANT AGREEMENT

Exhibit 4.1 Execution Version AMENDMENT NO. 1 TO PUBLIC WARRANT AGREEMENT THIS AMENDMENT TO THE PUBLIC WARRANT AGREEMENT (this “Amendment”) is made as of September 20, 2023, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warran

FINAL VERSION FOR RELEASE

Exhibit 99.1 FINAL VERSION FOR RELEASE Greenfire Resources Closes Business Combination with M3-Brigade Acquisition III Corp., Announces Public Listing on the New York Stock Exchange, Senior Secured Note Refinancing and New Credit Facilities CALGARY, AB, and NEW YORK – September 20, 2023 – Greenfire Resources Inc., a Calgary-based energy company focused on the sustainable production and development

FINAL VERSION FOR RELEASE

Exhibit 99.1 FINAL VERSION FOR RELEASE Greenfire Resources Closes Business Combination with M3-Brigade Acquisition III Corp., Announces Public Listing on the New York Stock Exchange, Senior Secured Note Refinancing and New Credit Facilities CALGARY, AB, and NEW YORK – September 20, 2023 – Greenfire Resources Inc., a Calgary-based energy company focused on the sustainable production and development

Submission of Matters to a Vote of Security Holders

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): September 11, 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)

AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT

Exhibit 2.1 AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 3 to the Business Combination Agreement (this “Amendment”) is entered into as of September 5, 2023, by and among M3-Brigade Acquisition III Corp., a Delaware corporation, Greenfire Resources Ltd., an Alberta corporation (“PubCo”), DE Greenfire Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidia

June 30, 2023

Exhibit 99.1 Condensed Interim Consolidated Balance Sheets (Unaudited) As at ($CAD thousands) note June 30, 2023 December 31, 2022 Assets Current assets Cash and cash equivalents $ 36,882 $ 35,363 Restricted cash 5 47,363 35,313 Accounts receivable 6 36,511 34,308 Inventories 7 10,714 14,568 Prepaid expenses and deposits 3,072 3,975 134,542 123,527 Non-current assets Property, plant and equipment

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information presents the combination of the financial information of Greenfire Resources Ltd. (“New Greenfire”), Greenfire Resources Inc. (“Greenfire”), and M3-Brigade Acquisition III Corp. (“MBSC”) adjusted to give effect to the Business Combination and

Three months ended June 30,

Exhibit 99.2 This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Greenfire Resources Inc. (“Greenfire” or the “Company”) is dated August 14, 2023, which is the date this MD&A was approved by the Board of Directors of the Company, and should be read in conjunction with the Company’s unaudited interim consolidated financial statements and notes

Filed by Greenfire Resources Ltd.

Filed by Greenfire Resources Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule14a-12 under the Securities Exchange Act of 1934 Form F-4 No. 333-271381 Subject Company: M3-Brigade Acquisition III Corp. Commission File No.: 001-40946 Note: The filing of this news release under Rule 425 shall not be deemed an acknowledgment that such a filing is required. BU

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): September 5, 2023 M3-BRIGADE ACQU

Filed by Greenfire Resources Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule14a-12 under the Securities Exchange Act of 1934 Form F-4 No. 333-271381 Subject Company: M3-Brigade Acquisition III Corp. Commission File No.: 001-40946 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(

AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This Amendment No. 1 to the Subscription Agreement (this “Amendment”) is entered into as of September 5, 2023, by and among Greenfire Resources Ltd., an Alberta corporation, M3-Brigade Acquisition Corp. III, a Delaware corporation, and the undersigned. Capitalized terms used but not defined herein shall have the meanings ascribed to them in th

AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT

Exhibit 2.1 AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 3 to the Business Combination Agreement (this “Amendment”) is entered into as of September 5, 2023, by and among M3-Brigade Acquisition III Corp., a Delaware corporation, Greenfire Resources Ltd., an Alberta corporation (“PubCo”), DE Greenfire Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidia

June 30, 2023

Exhibit 99.1 Condensed Interim Consolidated Balance Sheets (Unaudited) As at ($CAD thousands) note June 30, 2023 December 31, 2022 Assets Current assets Cash and cash equivalents $ 36,882 $ 35,363 Restricted cash 5 47,363 35,313 Accounts receivable 6 36,511 34,308 Inventories 7 10,714 14,568 Prepaid expenses and deposits 3,072 3,975 134,542 123,527 Non-current assets Property, plant and equipment

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 5, 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)

Greenfire Resources Ltd CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS AT JUNE 30, 2023 (Presented in Canadian Dollars)

Exhibit 99.3 Greenfire Resources Ltd CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS AT JUNE 30, 2023 (Presented in Canadian Dollars) Greenfire Resources Ltd. Condensed Interim Consolidated Statement of Financial Position (Unaudited) As at ($CAD) June 30, 2023 December 31, 2022 Assets Current assets Cash $ 1 $ 1 Total assets $ 1 $ 1 Shareholder’s equity Share capital $ 1 $ 1 Tot

Three months ended June 30,

Exhibit 99.2 This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Greenfire Resources Inc. (“Greenfire” or the “Company”) is dated August 14, 2023, which is the date this MD&A was approved by the Board of Directors of the Company, and should be read in conjunction with the Company’s unaudited interim consolidated financial statements and notes

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): September 5, 2023 M3-BRIGADE ACQU

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): September 5, 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)

AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This Amendment No. 1 to the Subscription Agreement (this “Amendment”) is entered into as of September 5, 2023, by and among Greenfire Resources Ltd., an Alberta corporation, M3-Brigade Acquisition Corp. III, a Delaware corporation, and the undersigned. Capitalized terms used but not defined herein shall have the meanings ascribed to them in th

Greenfire Resources Ltd CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS AT JUNE 30, 2023 (Presented in Canadian Dollars)

Exhibit 99.3 Greenfire Resources Ltd CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS AT JUNE 30, 2023 (Presented in Canadian Dollars) Greenfire Resources Ltd. Condensed Interim Consolidated Statement of Financial Position (Unaudited) As at ($CAD) June 30, 2023 December 31, 2022 Assets Current assets Cash $ 1 $ 1 Total assets $ 1 $ 1 Shareholder’s equity Share capital $ 1 $ 1 Tot

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information presents the combination of the financial information of Greenfire Resources Ltd. (“New Greenfire”), Greenfire Resources Inc. (“Greenfire”), and M3-Brigade Acquisition III Corp. (“MBSC”) adjusted to give effect to the Business Combination and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40946 M3-BRIGADE ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40946 CUSIP Number: 55407R 103 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40946 CUSIP Number: 55407R 103 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES RECEIPT OF DEPOSIT PROCEEDS IN CONNECTION WITH EXTENSION OF TIME TO COMPLETE INITIAL BUSINESS COMBINATION

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

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 ACQUISIT

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) (Com

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 ACQUISIT

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) (Com

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES RECEIPT OF DEPOSIT PROCEEDS IN CONNECTION WITH EXTENSION OF TIME TO COMPLETE INITIAL BUSINESS COMBINATION

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

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION

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

Financial Statements and Exhibits, Other Events

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) (Com

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 ACQUISIT

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) (Com

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION

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

GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. UPDATED FOR REVISED FINANCIAL OUTLOOK – JUNE 12, 2023 DISCLAIMER TABLE OF CONTENTS General Disclaimer and Confidentiality This confidential investor presentation (t

Filed by Greenfire Resources Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule14a-12 under the Securities Exchange Act of 1934 Form F-4 No. 333-271381 Subject Company: M3-Brigade Acquisition III Corp. Commission File No.: 001-40946 GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. UPDATED FOR REVISED FINANCIAL OUTLOOK –

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): June 16, 2023 M3-BRIGADE ACQUISIT

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): June 16, 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) (Com

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): June 16, 2023 M3-BRIGADE ACQUISIT

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): June 16, 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) (Com

GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. UPDATED FOR REVISED FINANCIAL OUTLOOK – JUNE 12, 2023 DISCLAIMER TABLE OF CONTENTS General Disclaimer and Confidentiality This confidential investor presentation (t

Exhibit 99.1 GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. UPDATED FOR REVISED FINANCIAL OUTLOOK – JUNE 12, 2023 DISCLAIMER TABLE OF CONTENTS General Disclaimer and Confidentiality This confidential investor presentation (this “Presentation”) was prepared by M 3 - Brigade Acquisition III Corp . (the “SPAC” or “MBSC”) and Greenfire Resources Inc . (the “Compa

GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. UPDATED FOR REVISED FINANCIAL OUTLOOK – JUNE 12, 2023 DISCLAIMER TABLE OF CONTENTS General Disclaimer and Confidentiality This confidential investor presentation (t

Exhibit 99.1 GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. UPDATED FOR REVISED FINANCIAL OUTLOOK – JUNE 12, 2023 DISCLAIMER TABLE OF CONTENTS General Disclaimer and Confidentiality This confidential investor presentation (this “Presentation”) was prepared by M 3 - Brigade Acquisition III Corp . (the “SPAC” or “MBSC”) and Greenfire Resources Inc . (the “Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40946 M3-BRIGADE ACQUISITIO

M3-BRIGADE ACQUISITION III CORP. RECEIVES NYSE NOTICE REGARDING DELAYED FORM 10-Q FILING

Exhibit 99.1 M3-BRIGADE ACQUISITION III CORP. RECEIVES NYSE NOTICE REGARDING DELAYED FORM 10-Q FILING NEW YORK, NY, 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 Manua

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): May 23, 2023 M3-BRIGADE ACQUISITI

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): May 23, 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) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40946 CUSIP Number: 55407R 103 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40946 CUSIP Number: 55407R 103 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES RECEIPT OF DEPOSIT PROCEEDS IN CONNECTION WITH EXTENSION OF TIME TO COMPLETE INITIAL BUSINESS COMBINATION

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, April 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

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): April 26, 2023 M3-BRIGADE ACQUISI

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): April 26, 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) (Co

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES RECEIPT OF DEPOSIT PROCEEDS IN CONNECTION WITH EXTENSION OF TIME TO COMPLETE INITIAL BUSINESS COMBINATION

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, April 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

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): April 26, 2023 M3-BRIGADE ACQUISI

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): April 26, 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) (Co

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION

Exhibit 99.1 M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION NEW YORK, April 18, 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

Financial Statements and Exhibits, Other Events

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): April 18, 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) (Co

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION

Exhibit 99.1 M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION NEW YORK, April 18, 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

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): April 18, 2023 M3-BRIGADE ACQUISI

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): April 18, 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) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40946 M3-Brigade Acqu

Description of Securities of the Company.

Exhibit 4.6 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000 shares of Class B common stock $0.0001 par value and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of

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): March 31, 2023 M3-BRIGADE ACQUISI

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): March 31, 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) (Co

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): March 10, 2023 M3-BRIGADE ACQUISI

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): March 10, 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) (Co

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES RECEIPT OF DEPOSIT PROCEEDS IN CONNECTION WITH EXTENSION OF TIME TO COMPLETE INITIAL BUSINESS COMBINATION

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, January 27, 2023 /PRNewswire/ - M3-Brigade Acquisition III Corp. (NYSE: MBSC) (“MBSC” or the “Company”) announced today that, on January 26, 2023, its sponsor, M3-Brigade Sponsor III LP, or its affiliates or designees deposited

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES RECEIPT OF DEPOSIT PROCEEDS IN CONNECTION WITH EXTENSION OF TIME TO COMPLETE INITIAL BUSINESS COMBINATION

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, January 27, 2023 /PRNewswire/ - M3-Brigade Acquisition III Corp. (NYSE: MBSC) (“MBSC” or the “Company”) announced today that, on January 26, 2023, its sponsor, M3-Brigade Sponsor III LP, or its affiliates or designees deposited

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): January 26, 2023 M3-BRIGADE ACQUI

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): January 26, 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) (

Financial Statements and Exhibits, Other Events

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): January 26, 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) (

Financial Statements and Exhibits, Other Events

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): January 18, 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) (

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION

Exhibit 99.1 M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION NEW YORK, January 18, 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 o

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): January 18, 2023 M3-BRIGADE ACQUI

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): January 18, 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) (

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION

Exhibit 99.1 M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION NEW YORK, January 18, 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 o

Form of Subscription Agreement

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into as of December 14, 2022, by and among Greenfire Resources Ltd., an Alberta corporation (?PubCo?), M3-Brigade Acquisition Corp. III, a Delaware corporation (?MBSC?), and the undersigned (?Subscriber?). WHEREAS, this Subscription Agreement is being entered into in connection with t

Shareholder Support Agreement, dated as of December 14, 2022, by and among M3-Brigade Acquisition III Corp., Greenfire Resources Ltd., DE Greenfire Merger Sub Inc., 2476276 Alberta ULC and Greenfire Resources Inc. and the Supporting Company Shareholders

Exhibit 10.2 EXECUTION VERSION SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this ?Agreement?) is dated as of December 14, 2022, by and among M3-Brigade Acquisition III Corp., a Delaware corporation (?SPAC?), Greenfire Resources Ltd., an Alberta corporation (?PubCo?), DE Greenfire Merger Sub Inc., a Delaware corporation (?Merger Sub? and, together with PubCo, the ?Acquisition E

Sponsor Agreement, dated as of December 14, 2022, by and among M3-Brigade Sponsor III LP, M3-Brigade Acquisition III Corp., Greenfire Resources Ltd. and Greenfire Resources Inc.

Exhibit 10.3 EXECUTION VERSION SPONSOR AGREEMENT This SPONSOR AGREEMENT (this ?Agreement?) is dated as of December 14, 2022, by and among M3-Brigade Sponsor III LP, a Delaware limited partnership (the ?Sponsor?), M3-Brigade Acquisition III Corp., a Delaware corporation (?MBSC?), Greenfire Resources Ltd., an Alberta corporation (?PubCo?) and Greenfire Resources Inc., an Alberta corporation (the ?Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2022 M3-BRIGADE AC

425 1 ea170305-8ka1425m3brig3.htm AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2022 M3-BRIGADE ACQUISITION III CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2022 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

Business Combination Agreement, dated as of December 14, 2022, by and among M3-Brigade Acquisition III Corp., Greenfire Resources Ltd., DE Greenfire Merger Sub Inc., 2476276 Alberta ULC and Greenfire Resources Inc.

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among M3-BRIGADE ACQUISITION III CORP., GREENFIRE RESOURCES LTD., DE GREENFIRE MERGER SUB INC., 2476276 Alberta ULC and GREENFIRE RESOURCES INC. dated as of December 14, 2022 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Other Defined Terms 26 ARTICLE II CLOSING Section 2.1 Closing of

Form of Subscription Agreement

EX-10.1 3 ea170305ex10-1m3brigade3.htm FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of December 14, 2022, by and among Greenfire Resources Ltd., an Alberta corporation (“PubCo”), M3-Brigade Acquisition Corp. III, a Delaware corporation (“MBSC”), and the undersigned (“Subscriber”). WHEREAS,

Form of Investor Support Agreement

Exhibit 10.4 INVESTOR SUPPORT AGREEMENT INVESTOR SUPPORT AGREEMENT, dated as of December 14, 2022 (this ?Agreement?), by and between M3-Brigade Acquisition III Corp., a Delaware corporation (?MBSC?), and the warrantholder of MBSC whose name appears on the signature page of this Agreement (the ?Investor?). WHEREAS, MBSC, Greenfire Resources, Inc. (the ?Company?), and certain other persons propose t

Shareholder Support Agreement, dated as of December 14, 2022, by and among M3-Brigade Acquisition III Corp., Greenfire Resources Ltd., DE Greenfire Merger Sub Inc., 2476276 Alberta ULC and Greenfire Resources Inc. and the Supporting Company Shareholders

Exhibit 10.2 EXECUTION VERSION SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this ?Agreement?) is dated as of December 14, 2022, by and among M3-Brigade Acquisition III Corp., a Delaware corporation (?SPAC?), Greenfire Resources Ltd., an Alberta corporation (?PubCo?), DE Greenfire Merger Sub Inc., a Delaware corporation (?Merger Sub? and, together with PubCo, the ?Acquisition E

Business Combination Agreement, dated as of December 14, 2022, by and among M3-Brigade Acquisition III Corp., Greenfire Resources Ltd., DE Greenfire Merger Sub Inc., 2476276 Alberta ULC and Greenfire Resources Inc.

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among M3-BRIGADE ACQUISITION III CORP., GREENFIRE RESOURCES LTD., DE GREENFIRE MERGER SUB INC., 2476276 Alberta ULC and GREENFIRE RESOURCES INC. dated as of December 14, 2022 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Other Defined Terms 26 ARTICLE II CLOSING Section 2.1 Closing of

Form of Investor Support Agreement

Exhibit 10.4 INVESTOR SUPPORT AGREEMENT INVESTOR SUPPORT AGREEMENT, dated as of December 14, 2022 (this ?Agreement?), by and between M3-Brigade Acquisition III Corp., a Delaware corporation (?MBSC?), and the warrantholder of MBSC whose name appears on the signature page of this Agreement (the ?Investor?). WHEREAS, MBSC, Greenfire Resources, Inc. (the ?Company?), and certain other persons propose t

Sponsor Agreement, dated as of December 14, 2022, by and among M3-Brigade Sponsor III LP, M3-Brigade Acquisition III Corp., Greenfire Resources Ltd. and Greenfire Resources Inc.

Exhibit 10.3 EXECUTION VERSION SPONSOR AGREEMENT This SPONSOR AGREEMENT (this ?Agreement?) is dated as of December 14, 2022, by and among M3-Brigade Sponsor III LP, a Delaware limited partnership (the ?Sponsor?), M3-Brigade Acquisition III Corp., a Delaware corporation (?MBSC?), Greenfire Resources Ltd., an Alberta corporation (?PubCo?) and Greenfire Resources Inc., an Alberta corporation (the ?Co

2

Exhibit 99.1 Greenfire Resources Inc. and M3-Brigade Acquisition III Corp. Announce US$950 million Business Combination CALGARY, AB, and New York City, NY, December 15, 2022 / - Greenfire Resources Inc. (“Greenfire”), a Calgary-based energy company focused on the sustainable production and development of thermal energy resources from the Athabasca region of Alberta, Canada, and M3-Brigade Acquisit

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): December 14, 2022 M3-BRIGADE ACQU

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): December 14, 2022 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)

2

Exhibit 99.1 Greenfire Resources Inc. and M3-Brigade Acquisition III Corp. Announce US$950 million Business Combination CALGARY, AB, and New York City, NY, December 15, 2022 / - Greenfire Resources Inc. (“Greenfire”), a Calgary-based energy company focused on the sustainable production and development of thermal energy resources from the Athabasca region of Alberta, Canada, and M3-Brigade Acquisit

GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. DECEMBER 15, 2022 2 General Disclaimer and Confidentiality This confidential investor presentation (this “Presentation”) was prepared by M 3 - Brigade Acquisition I

EX-99.2 3 ea170239ex99-2m3brigade3.htm INVESTOR PRESENTATION, DATED AS OF DECEMBER 15, 2022 Exhibit 99.2 GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. DECEMBER 15, 2022 2 General Disclaimer and Confidentiality This confidential investor presentation (this “Presentation”) was prepared by M 3 - Brigade Acquisition III Corp . (the “SPAC” or “MBSC”) and Greenfir

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): December 14, 2022 M3-BRIGADE ACQU

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): December 14, 2022 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)

Investor Presentation, dated as of December 15, 2022

Exhibit 99.2 GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. DECEMBER 15, 2022 2 General Disclaimer and Confidentiality This confidential investor presentation (this “Presentation”) was prepared by M 3 - Brigade Acquisition III Corp . (the “SPAC” or “MBSC”) and Greenfire Resources Inc . (the “Company” or “Greenfire”) . This Presentation is for its intended aud

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): December 14, 2022 M3-BRIGADE ACQU

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): December 14, 2022 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)

Joint Press Release, dated as of December 15, 2022

Exhibit 99.1 Greenfire Resources Inc. and M3-Brigade Acquisition III Corp. Announce US$950 million Business Combination CALGARY, AB, and New York City, NY, December 15, 2022 / - Greenfire Resources Inc. (“Greenfire”), a Calgary-based energy company focused on the sustainable production and development of thermal energy resources from the Athabasca region of Alberta, Canada, and M3-Brigade Acquisit

GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. DECEMBER 15, 2022 2 General Disclaimer and Confidentiality This confidential investor presentation (this “Presentation”) was prepared by M 3 - Brigade Acquisition I

Exhibit 99.2 GREENFIRE RESOURCES INC. BUSINESS COMBINATION WITH M3 - BRIGADE ACQUISITION III CORP. DECEMBER 15, 2022 2 General Disclaimer and Confidentiality This confidential investor presentation (this “Presentation”) was prepared by M 3 - Brigade Acquisition III Corp . (the “SPAC” or “MBSC”) and Greenfire Resources Inc . (the “Company” or “Greenfire”) . This Presentation is for its intended aud

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40946 M3-BRIGADE ACQUIS

Engagement Agreement, dated November 1, 2022, between the Company and Alan Carr.

Exhibit 10.4 M3-Brigade Acquisition III Corp. 1700 Broadway, 19th Floor New York, NY 10019 November 1, 2022 Mr. Alan J. Carr [***] [***] [***] Dear Mr. Carr: On behalf of the board of directors (the ?Board?) of M3-Brigade Acquisition III Corp. (the ?Company?), I am pleased to invite you to become a member of the Board. The Board intends that you will serve as an independent director, as such term

Engagement Agreement, dated November 1, 2022, between the Company and William Transier.

Exhibit 10.5 M3-Brigade Acquisition III Corp. 1700 Broadway, 19th Floor New York, NY 10019 November 1, 2022 Mr. William L. Transier [***] [***] Dear Mr. Transier: On behalf of the board of directors (the ?Board?) of M3-Brigade Acquisition III Corp. (the ?Company?), I am pleased to invite you to become a member of the Board. The Board intends that you will serve as an independent director, as such

Letter Agreement, dated November 1, 2022, between the Company, Alan Carr and William Transier.

Exhibit 10.1 November 1, 2022 M3-Brigade Acquisition III Corp. 1700 Broadway, 19th Floor New York, NY 10019 Re: Letter Agreement Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Ca

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 1, 2022 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) (

Indemnity Agreement, dated November 1, 2022, between the Company and Alan Carr.

Exhibit 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 1, 2022, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Alan J. Carr (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are p

Engagement Agreement, dated November 1, 2022, between the Registrant and William Transier (incorporated by reference to Exhibit 10.3 filed with the Company’s current report on Form 8-K filed by the Registrant on November 2, 2022).

Exhibit 10.3 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 1, 2022, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and William L. Transier (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless the

Other Events, Financial Statements and Exhibits

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): October 26, 2022 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) (

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES RECEIPT OF DEPOSIT PROCEEDS IN CONNECTION WITH EXTENSION OF TIME TO COMPLETE INITIAL BUSINESS COMBINATION

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, October 27, 2022 /[PRNewswire]/ - M3-Brigade Acquisition III Corp. (NYSE: MBSC) (the ?Company?) announced today that, on October 25, 2022, its sponsor, M3-Brigade Sponsor III LP, or its affiliates or designees deposited $1,696,5

M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION

Exhibit 99.1 M3-BRIGADE ACQUISITION III CORP. ANNOUNCES INTENTION TO EXTEND PERIOD TO CONSUMMATE INITIAL BUSINESS COMBINATION NEW YORK, October 12, 2022 /[PRNewswire]/ - M3-Brigade Acquisition III Corp. (NYSE: MBSC) (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 peri

Financial Statements and Exhibits, Other Events

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): October 12, 2022 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) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40946 M3-BRIGADE ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40946 M3-BRIGADE ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40949 M3-Brigade Acqu

Description of Securities of the Company.

EX-4.6 2 f10k2021ex4-6m3brigade3.htm DESCRIPTION OF SECURITIES OF THE COMPANY Exhibit 4.6 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000 shares of Class B common stock $0.0001 par value and 1,000,000 shares of undesignated preferred stock,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40946 CUSIP Number: 55407R 103 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40946 CUSIP Number: 55407R 103 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? T

MBSC.U / M3-Brigade Acquisition III Cor Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* M3-Brigade Acquisition III Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 55407R103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

MBSC.U / M3-Brigade Acquisition III Cor Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A AMENDMENT NO.

MBSC.U / M3-Brigade Acquisition III Cor Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant / M3-Brigade Sponsor III LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 M3-Brigade Acquisition III Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 55407R103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

Financial Statements and Exhibits, Other Events

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): December 10, 2021 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)

M3-Brigade Acquisition III Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing December 13, 2021

Exhibit 99.1 M3-Brigade Acquisition III Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing December 13, 2021 NEW YORK, December 10, 2021 /PRNewswire/ ? M3-Brigade Acquisition III Corp. (the ?Company?) announced that, commencing on December 13, 2021, holders of the units sold in the Company?s initial public offering of 30,000,000 units may elect to separately

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40946 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40946 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Joint Filing Agreement, dated as of November 17, 2021, by and among the Reporting Persons

EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the und

CANTOR FITZGERALD SECURITIES - SCHEDULE 13G

SC 13G 1 ea150846-13gcantorm3brig3.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 M3-Brigade Acquisition III Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 552635104 (CUSIP Number) October 22, 2021 (Date of Event Which Requires

INDEX TO FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 BALANCE SHEET F-3 NOTES TO BALANCE SHEET F-4

EX-99.1 2 d249631dex991.htm EX-99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 BALANCE SHEET F-3 NOTES TO BALANCE SHEET F-4 F-1 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors M3-Brigade Acquisition III Corp. New York, New York Opinion on the Financial Statement We have audited the accompan

Financial Statements and Exhibits, Other Events

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): November 1, 2021 (October 26, 2021) M3-BRIGADE ACQUISITION III CORP. (Exact name of registrant as specified in its charter) Delaware 001-40946 86-3185502 (State or other jurisdiction

Beryl Capital Management LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* M3-Brigade Acquisition III Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 55407R2021 (CUSIP Number) October 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Private Placement Warrants Purchase Agreement, dated October 21, 2021 between the Registrant and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.5 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this ?Agreement?) is made as of the 21st day of October 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?) and Cantor Fitzgerald & Co. (the ?Subscriber?). WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the ?O

Indemnity Agreement, dated October 21, 2021 between the Registrant and Benjamin Fader-Rattner (incorporated by reference to Exhibit 10.14 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.14 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Benjamin Fader-Rattner (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacitie

Private Warrant Agreement, dated as of October 21, 2021, by and between M3-Brigade Acquisition III Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Form 8-K (File No. 001-40946) filed with the Securities and Exchange Commission on October 27, 2021).

Exhibit 4.2 PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT (this ?Agreement?), dated as of October 21, 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, on October 21, 2021, the Company

Indemnity Agreement, dated October 21, 2021 between the Registrant and Kallie Steffes (incorporated by reference to Exhibit 10.12 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.12 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Kallie Steffes (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless

M3-Brigade Acquisition III Corp. Announces Closing of Upsized $300 Million Initial Public Offering

Exhibit 99.2 M3-Brigade Acquisition III Corp. Announces Closing of Upsized $300 Million Initial Public Offering NEW YORK, Oct. 26, 2021 /PRNewswire/ ? M3-Brigade Acquisition III Corp. (the ?Company?), a special purpose acquisition company, announced today the closing of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The units were listed on the New York Stock Exchan

M3-Brigade Acquisition III Corp. Announces Pricing of Upsized $261 Million Initial Public Offering

Exhibit 99.1 M3-Brigade Acquisition III Corp. Announces Pricing of Upsized $261 Million Initial Public Offering NEW YORK, Oct. 21, 2021 /[PRNewswire]/ ? M3-Brigade Acquisition III Corp. (the ?Company?), a special purpose acquisition company, announced the pricing of its initial public offering of 26,100,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchang

Private Placement Warrants Purchase Agreement, dated October 21, 2021 between the Registrant and M3-Brigade Sponsor III LLC (incorporated by reference to Exhibit 10.4 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 21, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and M3-Brigade Sponsor III LP, a Delaware limited

Indemnity Agreement, dated October 21, 2021 between the Registrant and Charles Garner (incorporated by reference to Exhibit 10.10 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

EX-10.10 15 d210583dex1010.htm EX-10.10 Exhibit 10.10 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Charles Garner (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors

Indemnity Agreement, dated October 21, 2021 between the Registrant and Frederick Arnold (incorporated by reference to Exhibit 10.13 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.13 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Frederick Arnold (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle

Letter Agreement, dated October 21, 2021, among the Company and the Company’s officers and directors and the Sponsor.

Exhibit 10.1 October 21, 2021 M3-Brigade Acquisition III Corp. 1700 Broadway, 19th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?),

Indemnity Agreement, dated October 21, 2021 between the Registrant and Christopher Good (incorporated by reference to Exhibit 10.11 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.11 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Christopher Good (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle

Registration and Stockholder Rights Agreement, dated as of October 21, 2021, by and among M3-Brigade Acquisition III Corp., M3-Brigade Sponsor III LP and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K (File No. 001-40946) filed with the Securities and Exchange Commission on October 27, 2021).

Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of October 21, 2021, is made and entered into by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), M3-Brigade Sponsor III LP, a Delaware limited partnership (the ?Sponsor?), and the undersigned parties listed under Holder on th

Underwriting Agreement, dated October 21, 2021, between the Company and Cantor, as representative of the underwriters.

Exhibit 1.1 UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION III CORP. and CANTOR FITZGERALD & CO. Dated: October 21, 2021 M3-BRIGADE ACQUISITION III CORP. UNDERWRITING AGREEMENT New York, New York October 21, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, M3-Brigade

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF M3-BRIGADE ACQUISITION III CORP. October 21, 2021 M3-Brigade Acquisition III Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?M3-Brigade Acquisition III Corp.? The original Certificate of Incorporation of the Com

MMCAP International Inc. SPC - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 M3-Brigade Acquisition III Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 27, 2021 (October 21, 2021) M3-BRIGADE ACQUISITION III CORP. (Exact name of registrant as specified in its charter) Delaware 001-40949 86-3185502 (State or other jurisdiction

Indemnity Agreement, dated October 21, 2021 between the Registrant and William Gallagher (incorporated by reference to Exhibit 10.9 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.9 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and William Gallagher (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle

Indemnity Agreement, dated October 21, 2021 between the Registrant and Chris Chaice (incorporated by reference to Exhibit 10.8 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Chris Chaice (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th

Indemnity Agreement, dated October 21, 2021 between the Registrant and Scott Malpass (incorporated by reference to Exhibit 10.15 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.15 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Scott Malpass (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless

Indemnity Agreement, dated October 21, 2021 between the Registrant and Matthew Perkal (incorporated by reference to Exhibit 10.7 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Matthew Perkal (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless

Investment Management Trust Agreement, dated as of October 21, 2021, by and between M3-Brigade Acquisition III Corp. and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Form 8-K (File No. 001-40946) filed with the Securities and Exchange Commission on October 27, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on F

Public Warrant Agreement, dated as of October 21, 2021, by and between M3-Brigade Acquisition III Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Form 8-K (File No. 001-40946) filed with the Securities and Exchange Commission on October 27, 2021).

Exhibit 4.1 PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT (this ?Agreement?), dated as of October 21, 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, the Company is engaged in an initi

Indemnity Agreement, dated October 21, 2021 between the Registrant and Steven Vincent (incorporated by reference to Exhibit 10.16 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.16 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Steven Vincent (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar

Indemnity Agreement, dated October 21, 2021 between the Registrant and Mohsin Meghji (incorporated by reference to Exhibit 10.6 filed with the Company’s current report on Form 8-K filed by the Registrant on October 27, 2021).

Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 21, 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Mohsin Y. Meghji (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unles

Forward Purchase Agreement, dated October 21, 2021, by and between M3-Brigade Acquisition III Corp. and M3-Brigade III FPA LP, an affiliate of the Sponsor (incorporated by reference to Exhibit 10.17 to the Form 8-K (File No. 001-40946) filed with the Securities and Exchange Commission on October 27, 2021).

Exhibit 10.17 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of October 21, 2021, by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and the party listed as the purchaser on the signature page hereof (the ?Purchaser?). WHEREAS, the Company was incorporated for the purpose of effecting a merger, consolidation, cap

$261,000,000 M3-Brigade Acquisition III Corp. 26,100,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-256017 and 333-260423 PROSPECTUS $261,000,000 M3-Brigade Acquisition III Corp. 26,100,000 Units M3-Brigade Acquisition III Corp. is a newly organized blank check company formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business co

As filed with the Securities and Exchange Commission on October 21, 2021

S-1MEF 1 d210578ds1mef.htm S-1MEF As filed with the Securities and Exchange Commission on October 21, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 M3-BRIGADE ACQUISITION III CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-3185502 (State or other juris

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 M3-BRIGADE ACQUISITION III CORP. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 M3-BRIGADE ACQUISITION III CORP. (Exact name of registrant as specified in its charter) Delaware (State or jurisdiction of incorporation or organization) 86-3185502 (I.R.S. Employer Identificatio

M3-BRIGADE ACQUISITION III CORP. 1700 Broadway 19th Floor New York, New York 10019

M3-BRIGADE ACQUISITION III CORP. 1700 Broadway 19th Floor New York, New York 10019 October 19, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Timothy Collins and Timothy S. Levenberg Re: M3-Brigade Acquisition III Corp. Registration Statement on Form S-1 Filed May 11, 2021, as amended File No. 333-256017 Dear L

[Signature page follows]

October 19, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Timothy Collins Re: M3-Brigade Acquisition III Corp. Registration Statement on Form S-1 Filed May 11, 2021, as amended File No. 333- 256017 Dear Mr. Collins: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as am

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF M3-BRIGADE ACQUISITION III CORP. , 2021 M3-Brigade Acquisition III Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?M3-Brigade Acquisition III Corp.? The original Certificate of Incorporation of the Company was f

Form of Underwriting Agreement.

Exhibit 1.1 UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION III CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021 1 M3-BRIGADE ACQUISITION III CORP. UNDERWRITING AGREEMENT New York, New York [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, M3-Brigade Acquisition

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 October 13, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, the Company is engaged in an init

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, on [ ], 2021, the Company entere

Form of Letter Agreement between the Registrant and the Sponsor.

Exhibit 10.7 , 2021 M3-Brigade Acquisition III Corp. 1700 Broadway, 19th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Canto

Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), M3-Brigade Sponsor III LP, a Delaware limited partnership (the ?Sponsor?), and the undersigned parties listed under Holder on the signatur

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), M3-Brigade Sponsor III LP, a Delaware limited partnership (t

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, F

As filed with the U.S. Securities and Exchange Commission on October 13, 2021.

Table of Contents As filed with the U.S. Securities and Exchange Commission on October 13, 2021. Registration No. 333-256017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 M3-Brigade Acquisition III Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3185502 (State

Form of Indemnity Agreement.

EX-10.4 9 d141053dex104.htm EX-10.4 Exhibit 10.4 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacit

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, the Company is engaged in an init

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, on [ ], 2021, the Company entere

Form of Letter Agreement between the Registrant and the Sponsor.

Exhibit 10.7 , 2021 M3-Brigade Acquisition III Corp. 1700 Broadway, 19th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Canto

As filed with the U.S. Securities and Exchange Commission on September 22, 2021.

Table of Contents As filed with the U.S. Securities and Exchange Commission on September 22, 2021. Registration No. 333-256017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 M3-Brigade Acquisition III Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3185502 (Sta

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), M3-Brigade Sponsor III LP, a Delaware limited partnership (t

Form of Underwriting Agreement.

Exhibit 1.1 UNDERWRITING AGREEMENT between M3-BRIGADE ACQUISITION III CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021 1 M3-BRIGADE ACQUISITION III CORP. UNDERWRITING AGREEMENT New York, New York [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, M3-Brigade Acquisition

Specimen Class A Common Stock Certificate.

Exhibit 4.2 NUMBER C- [] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] M3-BRIGADE ACQUISITION III CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK (the “Class A Common Stock”) OF M3-BRIGADE ACQUISITION III CORP. (THE “CORPORATIO

Form of Amended and Restated Certificate of Incorporation.

EX-3.2 3 d141053dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF M3-BRIGADE ACQUISITION III CORP. , 2021 M3-Brigade Acquisition III Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “M3-Brigade Acquisition III Corp.” The original Certificate of I

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 September 22, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Form of Indemnity Agreement.

Exhibit 10.4 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ad

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS M3-Brigade Acquisition III Corp. CUSIP UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE PUBLIC WARRANT, EACH WHOLE PUBLIC WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each unit (“Unit”) consists of on

Form of Forward Purchase Agreement by and between the Registrant and M3-Brigade III FPA LP, an affiliate of the Sponsor.

Exhibit 10.8 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of [?], 2021, by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and the party listed as the purchaser on the signature page hereof (the ?Purchaser?). WHEREAS, the Company was incorporated for the purpose of effecting a merger, consolidation, capital sto

Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), M3-Brigade Sponsor III LP, a Delaware limited partnership (the ?Sponsor?), and the undersigned parties listed under Holder on the signatur

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, F

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 2 d141053dex44.htm EX-4.4 Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, the Company is eng

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, on [ ], 2021, the Company entered into that certai

Consent of Scott Malpass.

Exhibit 99.5 Consent to Being Named as a Director Nominee In connection with the filing by M3-Brigade Acquisition III Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of M3

Consent of Frederick Arnold.

Exhibit 99.3 Consent to Being Named as a Director Nominee In connection with the filing by M3-Brigade Acquisition III Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of M3

As filed with the U.S. Securities and Exchange Commission on September 8, 2021.

Amendment No. 2 to Form S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on September 8, 2021. Registration No. 333-256017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 M3-Brigade Acquisition III Corp. (Exact name of registrant as specified in its charter) De

Consent of Benjamin Fader-Rattner.

Exhibit 99.4 Consent to Being Named as a Director Nominee In connection with the filing by M3-Brigade Acquisition III Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of M3

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 June 11, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Consent of Charles Garner.

Exhibit 99.1 Consent to Being Named as a Director Nominee In connection with the filing by M3-Brigade Acquisition III Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of M3

As filed with the U.S. Securities and Exchange Commission on June 11, 2021.

Table of Contents As filed with the U.S. Securities and Exchange Commission on June 11, 2021. Registration No. 333-256017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 M3-Brigade Acquisition III Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3185502 (State or

Consent of Steven Vincent.

Exhibit 99.2 Consent to Being Named as a Director Nominee In connection with the filing by M3-Brigade Acquisition III Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of M3

Form of Indemnity Agreement.

Exhibit 10.4 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ad

Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF M3-BRIGADE ACQUISITION III CORP. ARTICLE ONE The name of the corporation is M3-Brigade Acquisition III Corp. (hereinafter called the ?Corporation?). ARTICLE TWO The address of the Corporation?s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF M3-BRIGADE ACQUISITION III CORP. , 2021 M3-Brigade Acquisition III Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?M3-Brigade Acquisition III Corp.? The original Certificate of Incorporation of the Company was f

Bylaws (incorporated by reference to Exhibit 3.3 filed with the Company’s registration statement on Form S-1 filed by the Registrant on May 11, 2021).

EX-3.3 4 d141053dex33.htm EX-3.3 Exhibit 3.3 BY LAWS OF M3-BRIGADE ACQUISITION III CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the

Registration Statement - FORM S-1

Table of Contents As filed with the U.S. Securities and Exchange Commission on May 11, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 M3-Brigade Acquisition III Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3185502 (State or other jurisdiction of inc

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

EX-10.3 11 d141053dex103.htm EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and M3-Brigade Sponsor

Specimen Class A Common Stock Certificate.

Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER SHARES M3 BRIGADE ACQUISITION II CORP. INCORPORATED UNDER THE LAWS OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINTIONS CUSIP This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF us$0.0001 EACH OF M3 BRIGADE ACQUISITION II CORP (THE “COMPANY”) subject to the C

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.1 9 d141053dex101.htm EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statem

Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

EX-10.2 10 d141053dex102.htm EX-10.2 Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May , 2021, is made and entered into by and among M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), M3-Brigade Sponsor III LP, a Delaware limited partnership (the “Sponsor”), and the undersigned pa

Form of Letter Agreement between the Registrant and the Sponsor.

Exhibit 10.7 , 2021 M3-Brigade Acquisition III Corp. 1700 Broadway, 19th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the “Company”), and Canto

Specimen Unit Certificate.

EX-4.1 5 d141053dex41.htm EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS M3-Brigade Acquisition III Corp. CUSIP UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between M3-Brigade Acquisition III Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engag

Promissory Note, dated April 12, 2021 issued to M3-Brigade Sponsor III LP (incorporated by reference to Exhibit 10.5 filed with the Company’s registration statement on Form S-1 filed by the Registrant on May 11, 2021).

EX-10.5 13 d141053dex105.htm EX-10.5 Exhibit 10.5 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM

Subscription Agreement, dated April 12, 2021, between the Registrant and M3 Sponsor III LP (incorporated by reference to Exhibit 10.6 filed with the Company’s registration statement on Form S-1 filed by the Registrant on May 11, 2011).

EX-10.6 14 d141053dex106.htm EX-10.6 Exhibit 10.6 M3-Brigade Acquisition III Corp. 1700 Broadway 19th Floor New York, NY 10019 April 12, 2021 M3-Brigade Sponsor III LP 1700 Broadway 19th Floor New York, NY 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer M3 Sponsor III LP, a Delaware limited partnership (the “Subscriber” or “you”) has made to pur