SecProbe.io

CORRESP
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28
Liberty Street, 41st Floor

New
York, NY 10005

D
/ 212-238-8619

August
7, 2023

via
hand delivery and edgar

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Sardra Wall

    John Hodgin

    Jenifer O’Brien

    Shannon Buskirk

    Anuja A. Majmudar

    Timothy Levenberg

    Re:
    Greenfire
    Resources Ltd.

    Amendment No. 2 to Registration Statement on Form F-4

    Filed
    July 18, 2023

    File No. 333-271381

Ladies
and Gentlemen:

On
behalf of our client, Greenfire Resources Ltd. (“New Greenfire” or the “Company”), we are providing
the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance (the
“Division”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter,
dated July 31, 2023, with respect to the above-referenced Company’s registration statement on the Amendment No. 2 to Form F-4 (the
“Second Amended Registration Statement/Proxy Statement”).

The
Company is concurrently filing via EDGAR this letter and Amendment No. 3 to the Registration Statement/Proxy Statement (the “Third
Amended Registration Statement/Proxy Statement”), which includes revisions made in response to the comments received from the
Staff as well as certain additional changes to update the disclosure contained in the Second Amended Registration Statement/Proxy Statement.
We are separately furnishing to the Staff courtesy copies of the Third Amended Registration Statement/Proxy Statement marked to show
the changes to the Second Amended Registration Statement/Proxy Statement.

For
the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s
response. Terms not otherwise defined in this letter shall have the meanings set forth in the Second Amended Registration Statement/Proxy
Statement. All references to page numbers in the Company’s responses are to the pages of the Third Amended Registration Statement/Proxy
Statement.

Amendment
No 2 to Registration Statement on Form F-4

Business
of Greenfire and Certain Information About Greenfire Description of Business

Principal
Properties, page 247

    1.
    We
    have read your response to prior comment 6. We reissue the comment as we are unable to locate revisions relating to the disclosure
    of your gross and net undeveloped acreage amounts or an explanation for why no revisions in the disclosure of your undeveloped acreage
    were necessary.

    Please
    expand your description of the Hangingstone Expansion and Demo assets on pages 247-248 to explain the future development plan relating
    to your undeveloped reserves including: reservoir thickness, well spacing, and the undeveloped well placement in relation to currently
    producing wells. Also, in regard to your land acreage disclosure on page 248, explain why none of the Hangingstone lease acreage
    is considered undeveloped based on the definition of undeveloped reserves shown on page 252 and in Rule 4- 10(a)(31) that “undeveloped
    reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells
    where a relatively major expenditure is required for recompletion,” which is consistent with the definition of undeveloped
    acreage in Item 1208(c)(4) of Regulation S-K. Please revise your disclosures accordingly or tell us why a revision is not needed.
    Refer to the disclosure requirements in Item 1208(b) of Regulation S-K.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosures on pages 251-252 of the Third Amended Registration
Statement/Proxy Statement.

Supplementary
information for Greenfire Resources Inc. - oil and gas (unaudited), page F-94

    2.
    We note that the disclosure
    on page F-95 relating to FASB ASC 932-235-50-4 and 50-5 appears to be limited to the information for the current fiscal year ended
    December 31, 2022 and does not additionally address the fiscal year ended December 31, 2021. Please revise your tabular disclosure
    further to disclose the net quantities of proved developed and undeveloped reserves at the beginning of the initial year and the
    changes in those net quantities as reflected in the reserves reconciliation ending December 31, 2021.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosures on pages F-95-F-97 and pages 256-258 of the Third Amended
Registration Statement/Proxy Statement. The Company has added disclosure of the net quantities of proved developed and undeveloped reserves
from December 31, 2020, and the changes in those net quantities as reflected in the reserves reconciliation ending December 31, 2021.
Due to the acquisition of the Demo Asset and the Expansion Asset in 2021, there are no proved developed and undeveloped reserves as of
December 31, 2020.

Signatures,
page II-7

    3.
    Please provide
    all the signatures that Form F-4 requires, and also specify the capacity in which any new signatories are signing. Instruction 1
    to Form F-4 (Signatures) requires that a majority of the board of directors sign the registration statement.

RESPONSE:
The Company respectfully advises the Staff that, currently, Robert Logan and David Phung are the only two members of the board of directors
of the Company and, as such, all of the current directors of the Company have signed the Third Amended Registration Statement/Proxy Statement.
In response to the Staff’s comment, the Company has revised the disclosures on pages 49, 162, 211 and 313 of the Third Amended
Registration Statement/Proxy Statement to clarify that the individuals identified on page 248 are the members of the board of directors
of Greenfire Resources Inc., the individuals identified on page 211 are the current directors of the Company, and the individuals identified
on pages 49, 162 and  313 are expected to serve as the members of the board of directors of the Company following the Business Combination.

    2

The
Company respectfully requests the Staff’s assistance in completing the review of the Registration Statement as soon as possible.
Please advise us if we can provide any further information or assistance to facilitate your review. If the Staff should have any questions,
or would like further information, concerning any of the responses above, please do not hesitate to contact the undersigned at (212)
238-8619. We thank you in advance for your attention to the above.

    Sincerely,

    /s/
    Guy P. Lander

    Guy P. Lander

    cc:
    Robert Logan, Chief Executive Officer and Director,
    Greenfire Resources Ltd.

    David Phung, Chief Financial Officer and Director Greenfire
    Resources Ltd.

    Charles Garner, M3 - Brigade Acquisition III Corp.

    Sylvie Welsh, Burnet, Duckworth & Palmer LLP

    John L. Robinson, Wachtell, Lipton, Rosen & Katz

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