M3-Brigade Acquisition III in a proxy filing proposes to acquire all of its outstanding warrants ahead of its proposed merger with Greenfire Resources, a Calgary-based energy company focused on the sustainable production and development of thermal energy. A vote on the merger is slated for Sept. 11.
If approved, the SPAC would acquire all outstanding warrants at 50 cents each. Participants in an investor support agreement owning a majority of the outstanding warrants have already agreed to the proposal, which is expected to be adopted.
The proxy amendments also note that prior the merger, if new Greenfire debt financing at closing exceeds $25 million then M3's sponsor would forfeit 750,000 Class B shares for no consideration. Additionally, 3.26 million of the SPAC's private placement warrants and 2.5 million Class B sponsor shares would be forfeited and cancelled without compensation.
Announced in December, the post-money equity value of the combined company is expected to be $780 million — a figure based on the SPAC's assumption of approximately 67% redemptions — or $730 million, which assumes 100% redemptions. Backstops are in place. Read more.