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May 19, 2023
Robert Logan
Chief Executive Officer
Greenfire Resources Ltd.
1900 – 205 5th Avenue SW
Calgary, Alberta T2P 2V7
Re:Greenfire Resources Ltd.
Registration Statement on Form F-4
Filed April 21, 2023
File No. 333-271381
Dear Robert Logan:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed April 21, 2023
Certain Terms Defined, page ix
1.Please expand your filing to include relevant definitions for oil and gas industry terms,
including bitumen.
Summary Term Sheet, page 1
2.Please add disclosure here, and where applicable, to explain why the tables on page 4
reflecting the No Redemptions and 50% Redemptions scenarios result in the same number
of shares and percent for the basic and fully diluted basis presentations. Supplementally,
please provide us with a reconciliation of the conversion of the 30,000,000 outstanding
MBSC Class A common stock and the 7,500,000 Class B common stock into the
9,900,990 and 5,000,000 shares held by current MBSC Public Stockholders and the

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MBSC Sponsor, respectively.

Questions and Answers about the MBSC Stockholders' Meeting and the Business Combination,
page 6
3.Please revise your disclosure here and on page 203 to describe the extension of the time to
complete the initial business combination to July 26, 2023 and describe the payments
from the sponsor made relating to each extension period.

Q: What interests do the current officers and directors have in the Business Combination?, page
13
4.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expense for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company's officers and directors, if material.
Risk Factors
Risks Related to Greenfire's Operations and the Oil and Gas Industry
The COVID-19 pandemic continues to cause disruptions in economic activity in Canada ..., page
59
5.We note your risk factor indicating that inflation and disruptions to supply chain and
transportation services have the potential to disrupt Greenfire’s operations, projects and
financial condition. Please update this risk factor if recent inflationary pressures or supply
chain disruptions, characterized as potential, have materially impacted your operations. In
this regard, identify the types of inflationary pressures and supply chain disruptions you
are facing and how your business has been affected.
Risk Factors
Opposition by First Nations groups to the conduct of Greenfires operations, development or
exploratory activities may negatively impact, page 69
6.You disclose that certain "First Nations peoples have filed a claim against the Government
of Canada, the Province of Alberta, certain Governmental Entities and the Regional
Municipality of Wood Buffalo (which includes the City of Fort McMurray, Alberta)
claiming, among other things, Aboriginal title to large areas of lands surrounding Fort
McMurray, including lands on which Greenfire’s assets are located."  As circumstances
warrant, please update this risk factor and provide additional details and updates under
"Legal Proceedings, Investigations and Other Regulatory Matters" at page 252.  See also
Item 14(c) of Form F-4.

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Risks Related to MBSC and the Business Combination, page 80
7.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
Background of the Business Combination, page 119
8.You state that MSBC "entered into non-disclosure agreements with 12 ... potential
business combination targets (including Greenfire)...." You also disclose that between
November 2021 and August 2022, MBSC conducted preliminary due diligence on 13
companies and based on this initial round of diligence, "MBSC and/or the relevant
potential target determined that 10 of the potential business combination targets...were not
attractive or feasible business combination opportunities...."  Please expand your
discussion in this section to describe the process utilized to evaluate these companies.
Please discuss the information gathered, how and by whom it was evaluated, and any
ensuing negotiations. Describe any alternative offers that were made or received.  Confirm
that MSBC did not enter into a non-disclosure with the thirteenth company subject to its
due diligence.  In addition, disclose whether Brigade had any preexisting relationships
with any of these companies.
9.At page 120, you state: "Persons affiliated with Brigade had preexisting relationships with
Greenfire’s management team and majority equityholders dating to 2021...."  Revise to
identify those with preexisting relationships.  Also, disclose which members of MBSC’s
management team affiliated with Brigade were introduced to Julian McIntyre and provide
the actual date(s) of introductions.  State what beneficial ownership of Greenfire securities
Mr. McIntyre had at the specific date when a member of MBSC’s management contacted
Mr. McIntyre regarding a possible combination, and identify the member of management
who communicated the interest.
10.Revise to clearly identify the representatives or members of management of MBSC and
Greenfire who participated in the referenced meetings, discussions and negotiations.  As
examples, we note your general references to "representatives of MBSC" and
"representatives of Greenfire."
11.We note your disclosure that in early April 2022, MBSC submitted a non-binding high-
level proposal which included a post-transaction enterprise value for Greenfire of $701
million and a post-transaction equity value of $623 million.  Please revise your disclosure
to summarize the basis for this offering including any analyses that were utilized to
determine this initial valuation.
12.We note your disclosure that on November 23, 2022, Greenfire’s management was
presenting revised projections to reflect their updated view of the timing of realization of
the benefits of Greenfire’s ongoing de-bottlenecking initiatives.  Please revise to clarify

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when projections were initially provided to MBSC and the extent to which such
projections were relied upon by MBSC and Greenfire throughout their negotiations.
The Business Combination
Unaudited Prospective Financial and Operating Information, page 133
13.You state that the Greenfire Management Projections were based on reasonable best
estimates and assumptions with respect to the expected future financial performance of
Greenfire.  Revise your disclosure to summarize the principal assumptions used by
Greenfire management in preparing the projected financial information.
14.With regard to the key elements of the Greenfire Management Projections that are
summarized in the table on page 135, please disclose whether the projections are in line
with historic operating trends. If not, revise to disclose why the change in trends is
appropriate or assumptions are reasonable.
The Business Combination
Greenfire Projected Financial and Operating Information
Reserve Report Projections, page 135
15.Please expand the discussion of the McDaniel Reserve Projections to clarify the following
key elements and assumptions relating to the estimates:

•The individual reserves producing status categories, e.g. developed producing,
developed non-producing and undeveloped reserves, that are represented in the
“Total Proved Reserves” and the “Total Proved Plus Probable Reserves.”

•The risk factors applied to each of the individual producing status categories of
proved and probable reserves. Alternatively, clarify that the net quantities of proved
and probable reserves as presented are unrisked and have not been adjusted for the
differing levels of uncertainty as to their technical and commercial recovery.

•The escalation factor(s) applied to the forecast of future operating expenses and
capital costs. Alternatively, clarify that the costs have not be adjusted for future
inflation.

•The discount rate(s) used to determine the net revenue before tax.
16.We note the disclosure of two separate presentations on pages 137 and 138 of the annual
forecasts of the net revenue before tax for proved developed producing reserves.
However, the individual annual figures within each presentation appear to be materially
different. Please revise the presentation to resolve the inconsistency or tell us why a
revision is not necessary.

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17.Please modify the presentation of the McDaniel Reserves Projections to include a column
representing the remaining and total annual forecast figures to allow a direct comparison
between the estimates shown in the tables on pages 137 and 138 and with the “Discounted
Cash Flow Analysis” shown on page 143.
Summary of Financial Analysis
Discounted Cash Flow Analysis, page 143
18.We note that Peters discounted the resulting unlevered free cash flows using a weighted
average cost of capital (“WACC”) of 15% and 10%. Please revise to disclose the WACC
used for each reserve classification.
Potential Purchases of Public Shares, page 149
19.We note your disclosure here and on pages 12 and 90 that the Sponsor, management,
advisors or any of their respective affiliates may purchase shares in privately negotiated
transactions from stockholders who would have otherwise elected to have their shares
redeemed in connection with the business combination.  You further state that the
“purpose of any such purchases of MBSC Public Shares could be to vote such shares in
favor of the Business Combination and thereby increase the likelihood of obtaining
MBSC Stockholder Approval....”  Please provide your analysis on how such purchases
will comply with Rule 14e-5.  To the extent that you are relying on Tender Offer
Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide an
analysis regarding how it applies to your circumstances.
The Business Combination, page 152
20.You state here that the MBSC IPO generated deferred underwriting fees of approximately
$14.28 million but that amount was subsequently reduced to $10 million.  Please clarify
the terms of reducing the deferred underwriting fee as you otherwise disclose elsewhere
that the underwriters are entitled to a deferred fee of $14,280,000 in the aggregate.
Material U.S. Federal Income Tax Considerations, page 162
21.At page 166, you state that "it is expected that the Merger, the Amalgamation and certain
related transactions, taken together, should qualify as a transaction described in
Section 351 of the Code and that Section 367(a)(1) of the Code is not expected to apply to
require gain recognition by MBSC Stockholders that exchange their MBSC Class A
Common Shares for New Greenfire Common Shares in the Merger (other than in the case
of any Excepted 5% Shareholder)." In a risk factor at page 91, you disclose that if this is
not the case, "MBSC Stockholders may be required to pay substantial U.S. federal income
taxes as a result of the Merger." Therefore, it is apparent that the tax consequences may be
material to stockholders.  Please revise your disclosures to identify tax counsel and file a
related opinion if you intend to indicate anything other than that the transactions will be
taxable for federal income tax purposes. In addition, you will need to make clear that your

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conclusions as to tax treatment under the various sections you cite are based upon the
opinion of named tax counsel. For guidance, refer to Section III of Staff Legal Bulletin 19
(Oct. 14, 2011).
Subscription Agreements, page 181
22.We note your disclosure that MBSC and New Greenfire entered into subscription
agreements with certain investors to subscribe for an aggregate of (i) 4,950,496 MBSC
Class A Common Shares for an aggregate purchase price of approximately $50,000,000
and (ii) $50,000,000 aggregate principal amount of New Greenfire Convertible
Notes.  Please highlight material differences in the terms and price of securities issued at
the time of the IPO as compared to private placements contemplated at the time of the
business combination.  Disclose if the MSBC Sponsor, directors, officers or their affiliates
will participate in the private placement.
23.We note that you have arranged to sell additional securities to raise funds to satisfy the
minimum cash required to complete the business combination transaction after returning
funds to redeeming stockholders.  Revise the disclosure to discuss the key terms of
the New Greenfire Convertible Notes and to disclose the potential impact of those
securities on non-redeeming shareholders.
Sponsor Support Agreement, page 182
24.We note that MBSC entered into the Sponsor Support Agreement with the MBSC
Sponsor, New Greenfire and Greenfire and the sponsor agreed to, among other things,
waive its redemption rights.  Please describe any consideration provided in exchange for
this agreement.
The Business Combination Agreement and Ancillary Documents
Ancillary Documents
Investor Rights Agreement, page 182
25.We note your disclosure that pursuant to the terms of the Investor Rights Agreement, New
Greenfire will agree that within 30 calendar days following the Closing Date, New
Greenfire will file with the SEC the Resale Registration Statement.  Please revise to
disclose the amount of shares of common stock which will be subject to resale registration
rights.
Unaudited Pro Forma Condensed Consolidated Financial Information
Description of the Business Combination, page 185
26.Supplementally, please tell us if you considered whether pro forma effect should be given
to the fact that Greenfire Shareholders have an ability to exercise dissent rights pursuant to
the Plan of Arrangement.

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Information, page 195
27.Please expand the notes to your pro forma financial statements to provide pro forma
reserve information.  Refer to Question 4 of SAB Topic 2.D.
28.Expand footnote (1) to the tables presented on page 195 and 196 to explain in further
detail the Greenfire Exchange Ra