Correspondence 0001213900-23-065397 from Greenfire Resources Ltd. (GFR, GFRWF) (CIK 0001966287) (GFR)
Greenfire Resources Ltd. (GFR, GFRWF) (CIK 0001966287)
Date: Aug. 10, 2023 · CIK: 0001966287 · Accession: 0001213900-23-065397
AI Filing Summary & Sentiment
File numbers found in text: 333-271381
Letter
via edgar Division of Corporation Finance Office of Energy & Transportation Attention: Timothy Levenberg Greenfire Resources Ltd. (the “Company”) Amendment No. 3 to Registration Statement on Form F-4 Filed August 7, 2023 File No. 333-271381
Dear Mr. Levenberg:
On behalf of our client, Greenfire Resources Ltd. (the “Company”), we are providing the Company’s responses to the comments you delivered to us on the phone on August 9, 2023, with respect to the Company’s Amendment No. 3 to registration statement on Form F-4 (the “Amended Registration Statement/ Proxy Statement”). Set out below is a transcript, as close as possible, of those comments, and the Company’s response. Attached to this letter are proposed changes to the Amended Registration Statement that accompany those responses.
Greenfire Management’s Discussion and Analysis of Financial Condition and Results of Operations
Capital Resources and Liquidity
Greenfire Bonds, p. 295
1. We note your revised disclosure on p. 295-296. Please further revise: (i) to clarify the basis upon which you will determine (whether and when) you will redeem some or all of the Greenfire Bonds, and (ii) to disclose in greater detail the current status of Greenfire bond refinance negotiation, including anticipated timing and parties, if known. In addition, please consider whether updated risk factor disclosure related to potential Greenfire bond redemption and/or the proposed refinance is appropriate. Make any corresponding revisions.
RESPONSE: In response to your comment, we plan to revise the Amended Registration Statement/ Proxy Statement as shown on the changed pages attached hereto as Annex 1 to clarify that because the Company is in the early stages of exploring a potential refinancing of the Greenfire Bonds, the Company does not know the potential terms of, or parties to, any such refinancing, and the Company does not expect to have sufficient information to assess whether to pursue any refinancing for several weeks.
Exhibits
Exhibits 5.1 and 5.2
2. The newly filed legal opinions both include limitations on reliance inconsistent with guidance Staff Legal Bulletin No. 19 provides at Section II.B.3.d. For example, Exhibit 5.1 states that it is “furnished for the sole benefit of the Company and may not be relied upon by any other person or entity or quoted or referred to in any document other that the Registration Statement.” Exhibit 5.2 states that it “is being rendered solely for the benefit of the Company for the matters addressed herein and is not to be relied upon for any other purpose. This opinion may not be furnished to or relied upon by any person or entity without our prior written consent.” Because (1) the Staff does not accept any limitations on reliance, and (ii) those receiving securities in the offering are entitled to rely on the opinion, please refile those exhibits with opinions that do not contain those limitations.
RESPONSE: In response to your comment, counsel to the company plans to file amended validity opinions with the deletions required and related changes shown on the changed pages attached hereto as Annex 2 – 5.1 and Annex 2 – 5.2.
Exhibits 4.16 and 4.17.
3. Both newly filed warrant agreements contain identical exclusive forum provisions in Section 8.3. Please revise the Proxy Statement/Registration Statement and add new risk factor disclosure regarding this provision. Clearly disclose whether it applies to actions that arise under the Securities Act. If so, please also state that there is uncertainty as to whether a court will enforce that provision. If it applies to Securities Act claims also add that investors cannot waive compliance with Federal securities laws and the rules and regulations thereunder.
RESPONSE: In response to your comment, we plan to revise the Amended Registration Statement/ Proxy Statement as shown on the changed pages attached hereto as Annex 3 to add the requested risk factor disclosure.
Please advise us if we can provide any further information or assistance to facilitate your review. If you have any questions, or would like further information, concerning any of the changes described above, please do not hesitate to contact me at (212) 238-8619. We thank you in advance for your attention to the above.
Sincerely,
/s/ Guy P. Lander
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filename1.htm
28 Liberty Street, 41st Floor
New York, NY 10005
D / 212-238-8619
August 10, 2023
via edgar
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
Attention:
Timothy Levenberg
Re:
Greenfire Resources Ltd. (the “Company”)
Amendment No. 3 to Registration Statement on Form F-4
Filed August 7, 2023
File No. 333-271381
Dear Mr. Levenberg:
On behalf of our client, Greenfire Resources Ltd.
(the “Company”), we are providing the Company’s responses to the comments you delivered to us on the phone on August
9, 2023, with respect to the Company’s Amendment No. 3 to registration statement on Form F-4 (the “Amended Registration Statement/
Proxy Statement”). Set out below is a transcript, as close as possible, of those comments, and the Company’s response. Attached
to this letter are proposed changes to the Amended Registration Statement that accompany those responses.
Greenfire Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Capital Resources and Liquidity
Greenfire Bonds, p. 295
1. We note your revised disclosure on p. 295-296. Please further revise: (i) to clarify the basis upon which you will determine (whether
and when) you will redeem some or all of the Greenfire Bonds, and (ii) to disclose in greater detail the current status of Greenfire bond
refinance negotiation, including anticipated timing and parties, if known. In addition, please consider whether updated risk factor disclosure
related to potential Greenfire bond redemption and/or the proposed refinance is appropriate. Make any corresponding revisions.
RESPONSE: In response to your comment, we plan to
revise the Amended Registration Statement/ Proxy Statement as shown on the changed pages attached hereto as Annex 1 to clarify
that because the Company is in the early stages of exploring a potential refinancing of the Greenfire Bonds, the Company does not know
the potential terms of, or parties to, any such refinancing, and the Company does not expect to have sufficient information to assess
whether to pursue any refinancing for several weeks.
Exhibits
Exhibits 5.1 and 5.2
2. The newly filed legal opinions both include limitations on reliance inconsistent with guidance Staff Legal Bulletin No. 19 provides
at Section II.B.3.d. For example, Exhibit 5.1 states that it is “furnished for the sole benefit of the Company and may not be relied
upon by any other person or entity or quoted or referred to in any document other that the Registration Statement.” Exhibit 5.2
states that it “is being rendered solely for the benefit of the Company for the matters addressed herein and is not to be relied
upon for any other purpose. This opinion may not be furnished to or relied upon by any person or entity without our prior written consent.”
Because (1) the Staff does not accept any limitations on reliance, and (ii) those receiving securities in the offering are entitled to
rely on the opinion, please refile those exhibits with opinions that do not contain those limitations.
RESPONSE: In response to your comment, counsel to
the company plans to file amended validity opinions with the deletions required and related changes shown on the changed pages attached
hereto as Annex 2 – 5.1 and Annex 2 – 5.2.
Exhibits 4.16 and 4.17.
3. Both newly filed warrant agreements contain identical exclusive forum provisions in Section 8.3. Please revise the Proxy Statement/Registration
Statement and add new risk factor disclosure regarding this provision. Clearly disclose whether it applies to actions that arise under
the Securities Act. If so, please also state that there is uncertainty as to whether a court will enforce that provision. If it applies
to Securities Act claims also add that investors cannot waive compliance with Federal securities laws and the rules and regulations thereunder.
RESPONSE: In response to your comment, we plan to revise
the Amended Registration Statement/ Proxy Statement as shown on the changed pages attached hereto as Annex 3 to add the requested
risk factor disclosure.
Please advise us if we can provide any further information or assistance
to facilitate your review. If you have any questions, or would like further information, concerning any of the changes described above,
please do not hesitate to contact me at (212) 238-8619. We thank you in advance for your attention to the above.
Sincerely,
/s/ Guy P. Lander
Guy P. Lander