Correspondence 0001213900-23-065911 from Greenfire Resources Ltd. (GFR, GFRWF) (CIK 0001966287) (GFR)
Greenfire Resources Ltd. (GFR, GFRWF) (CIK 0001966287)
Date: Aug. 11, 2023 · CIK: 0001966287 · Accession: 0001213900-23-065911
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File numbers found in text: 333-271381
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CORRESP
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28 Liberty Street, 41st Floor
New York, NY 10005
D / 212-238-8619
August 11, 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:
Sandra Wall
John Hodgin
Jennifer O’Brien
Shannon Buskirk
Anuja A. Majmudar
Timothy Levenberg
Re:
Greenfire Resources Ltd.
Amendment No. 4 to Registration Statement on Form F-4
Filed August 11, 2023
File No. 333-271381
Ladies and Gentlemen:
On behalf of our client, Greenfire Resources Ltd.
(the “Company”), we are providing the Company’s responses to the verbal comments of the Staff (the “Staff”)
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission that you delivered to us on August 10, 2023 with
respect to Amendment No. 3 to the Registration Statement/Proxy Statement of the Company (the “Third Amended Registration Statement/Proxy
Statement”).
The Company is concurrently filing via EDGAR this
letter and Amendment No. 4 to the Registration Statement/Proxy Statement of the Company (the “Fourth 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 Third Amended Registration Statement/Proxy Statement. We are separately furnishing to
the Staff courtesy copies of the Fourth Amended Registration Statement/Proxy Statement marked to show the changes to the Third 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. All references to page numbers
in the Company’s responses are to the pages of the Fourth Amended Registration Statement/Proxy Statement.
Amendment No. 4 to Registration Statement on Form
F-4
Business of Greenfire and Certain Information About
Greenfire Description of Business
Principal Properties, page 251
1.
We note the changes you submitted today did not address correcting the definition of proved undeveloped acreage on p. 251 of Amendment No. 3. Please revise the disclosure to remove the portion of the definition which states “but does not include undrilled acreage held by production under the terms of a lease.”
RESPONSE: In response to the Staff’s comment,
the Company has revised the disclosures on page 251 of the Fourth Amended Registration Statement/Proxy Statement.
Greenfire Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Capital Resources and Liquidity
Greenfire Bonds, p. 295
2. In addition to the other changes you submitted today, please also provide revised disclosure in the amended Form F-4 to address that
part of our first comment from yesterday which relates to redemptions. Namely, please further revise to clarify the basis upon which you
will determine whether (and when) you will redeem some or all of the Greenfire Bonds. In addition, consider whether updated risk factor
disclosure related to the potential Greenfire Bond redemptions is appropriate. Make any corresponding revisions that are necessary.
RESPONSE: In response to the Staff’s comment,
the Company has revised the disclosure on pages 53, 81, 248 and 296 of the Fourth Amended Registration Statement/Proxy Statement to clarify
that any redemption or other extinguishment of the Greenfire Bonds in connection with the refinancing would be from the proceeds of the
potential new indebtedness. As disclosed in the other changes the Company submitted yesterday, the Company expects it to take three to
six weeks to receive sufficient information about the potential terms and structure of any potential refinancing in order to determine
whether to proceed.
The Company respectfully requests the Staff’s
assistance in completing the review of the Fourth Amended 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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