Investors

Download the most up to date and important information regarding Next Bridge Hydrocarbons.

News Releases

NEXT BRIDGE HYDROCARBONS, INC. RELEASES STATEMENT REGARDING EQUINITI’S SHARE TRANSFER PROCEDURES
FEB 21, 2024
NEXT BRIDGE HYDROCARBONS, INC. RELEASES STATEMENT
FEB 8, 2024
NEXT BRIDGE HYDROCARBONS, INC. PROVIDES UPDATES ON REGISTRATION STATEMENTS
FEB 8, 2024
NEXT BRIDGE HYDROCARBONS, INC. ANNOUNCES PRELIMINARY
RESULTS OF ITS JOHNSON PROSPECT DRILLING PROGRAM
JAN 19, 2024
NEXT BRIDGE HYDROCARBONS, INC. ENTERS INTO PARTICIPATION AGREEMENT TO FUND JOHNSON PROSPECT DRILLING PROGRAM
OCT 13, 2023
NEXT BRIDGE HYDROCARBONS, INC. ANNOUNCES DEBT TO META MATERIALS, INC. HAS BEEN PURCHASED BY GREGORY MCCABE
AUG 9, 2023
Next Bridge Hydrocarbons, Inc. Provides Answers to Frequently Asked Questions (FAQs) from its Subscription Rights Offering
AUG 3, 2023
NEXT BRIDGE HYDROCARBONS, INC. ANNOUNCES FILING OF REGISTRATION STATEMENT ON FORM S-1 TO BENEFIT EXISTING SHAREHOLDERS THAT HAVE OR WILL REGISTER THEIR STOCK DIRECTLY WITH THE COMPANY’S TRANSFER AGENT
JUL 26, 2023
NEXT BRIDGE HYDROCARBONS, INC. NAMES
MCCABE AS BOARD CHAIRMAN
JUN 21, 2023
NEXT BRIDGE HYDROCARBONS, INC. ACQUIRES REMAINING WORKING INTEREST IN OROGRANDE PROJECT
MAY 16, 2023
NEXT BRIDGE HYDROCARBONS, INC. PROVIDES OPERATIONAL UPDATE
FEB 27, 2023
NEXT BRIDGE HYDROCARBONS, INC. PROVIDES STATEMENT REGARDING ITS SPIN-OFF
FEB 16, 2023
NEXT BRIDGE HYDROCARBONS, INC. ANNOUNCES FILING OFREGISTRATION STATEMENT ON FORM S-1
JAN 23, 2023
NEXT BRIDGE HYDROCARBONS, INC. ANNOUNCES MERGER AGREEMENT AND 5% UNSECURED PROMISSORY NOTE
DEC 27, 2022
NEXT BRIDGE HYDROCARBONS, INC. ANNOUNCES COMPLETION OF SPIN-OFF FROM META MATERIALS INC.
DEC 20, 2022

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FAQs

Spin-Off of Next Bridge Hydrocarbons

The distribution of shares of common stock of Next Bridge Hydrocarbons (“NBH”), or the spin-off, was completed on December 14, 2022.

These FAQs shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A registration statement on Form S-1 relating to the shares of NBH common stock being distributed was filed with the Securities and Exchange Commission (SEC) on July 15, 2022 and declared effective by the SEC on November 18, 2022. The distribution was made only by means of a prospectus that forms a part of the registration statement. A final prospectus relating to the distribution was filed with the SEC and is available on the SEC’s website at www.sec.gov (the “Prospectus”).

How do I participate in the non-transferable subscription rights offering for shares of common stock in the future subsidiary of NBH?

NBH filed a registration statement on Form S-1 (File No. 333-273442) (the“Registration Statement”) with the Securities and Exchange Commission (“SEC”)as of July 26, 2023 in order to register for issuance the right to subscribe for shares of common stock of a subsidiary of NBH to be formed in the future (“Newco”) to the eligible shareholders of NBH. In order to be eligible to receive the subscription right, you must hold shares of common stock of NBH as the registered stockholder on the books and records of the transfer agent of NBH, American Stock Transfer & Trust Company LLC (“AST”) by 5:00 p.m. CT on the record date (defined below). Each shareholder must also maintain direct registration with AST for a period of 180 days after the record date.  Following the expiration of such period, theCompany will distribute subscription rights to eligible shareholders on a one-for-one basis for each share that is held by such shareholder and directly registered with AST.  

What does it mean to directly register my NBH shares with the transfer agent?

AST will register and record your ownership of shares of NBH stock in book-entry form. Book-entry means AST maintains your shares on your behalf without the need for physical share certificates.  Shares held in book-entry form without certificates have the same rights and privileges as shares held in certificate form.

When is my deadline to become an eligible shareholder in order to receive the subscription right?

Once the Registration Statement is declared effective by the SEC, you will have sixty (60) days from the effective date to complete direct registration with AST (the “record date”). When the Registration Statement becomes effective, NBH will issue a press release notifying shareholders of the record date.  AST will provide to NBH a shareholder list as of the record date reflecting each shareholder who has validly completed all procedures to directly register all shares beneficially held by such shareholder. 

In order to be an eligible holder of NBH common stock to receive the subscription rights to acquire shares of Newco common stock, you cannot be (i)a bank, broker or other nominee that is determined by the Company in its sole discretion to be holding shares for other entities or individuals or (ii) a beneficial owner of NBH common stock that is being held by a bank, broker or other nominee.

What cost may be associated with becoming an eligible shareholder?

You may be required to pay certain transfer fees or expenses in connection with transfers to become the registered holder of your shares of NBH common stock on the books and records of NBH's transfer agent.  For all instructions by any beneficial owner to transfer the shares of NBH common stock then held in "street name" through a broker, bank or other nominee, such bank, broker or nominee may impose a transfer or other transaction fee to be borne by the beneficial owner in accordance with such bank's, broker's or nominee's ordinary practices and policies. Further, AST may also impose certain ownership transfer fees on the brokers instructed to transfer shares of NBH common stock to beneficial owners on the books of the transfer agent based on fees published by and pursuant to certain contractual arrangements of AST to which such brokers are subject. You should contact your brokerage firm to determine its fees if you transfer your shares out of the brokerage account.  None of the foregoing fees or charges will be borne or charged by NBH.

What is the process to transfer my shares of NBH common stock to be held directly in a new AST account in book-entry form.

Transfer of Uncertificated NBH Shares to Shareholders

If you hold your shares in “street name,” your shares may be issued in book entry form in an account in the name of your broker, bank or nominee. If so, in order to directly register such shares and transfer the shares electronically from your broker’s account to a new AST account in your name, please instruct your broker to submit a letter of instruction to AST indicating the number of shares to be transferred along with a stock power containing a medallion signature guarantee. A medallion signature guarantee is a special signature guarantee for the transfer of securities. It is a representation by the guarantor that the signature is genuine and the signer is an appropriate person with the legal capacity to sign. Your broker must also provide a Certificate of Incumbency or equivalent documentation indicating the signer of the stock power is an authorized person(s) for the broker. Upon receipt, AST will then credit such NBH shares to a new account in the beneficial owner’s name. The shares will be issued and held electronically in book entry form in the shareholder’s account.

Once the shares are credited to the shareholder’s AST account, AST will send a statement to the owner by postal mail confirming that the shares have been moved.

Transfer of Physical Certificated NBH Shares at AST

If you hold your shares in “street name,” your shares may be represented by a physical stock certificate. If so, in order to directly register such shares in your name, your broker will need to mail to AST the original stock certificate and a stock power containing a medallion signature guarantee with an instruction letter indicating the number of shares to be transferred to you as the registered shareholder. Upon receipt, AST will then transfer the shares to an account in your name as the registered owner in book-entry form.

Your broker may also instruct AST to return the physical stock certificate(s) to you and you will then be required to mail the physical stock certificate, a letter of instruction and a stock power containing a medallion signature guarantee to AST to deposit the shares represented by such certificate to a new AST account in your name as the direct registered shareholder. We recommend sending your certificate(s) either by registered or certified mail, return receipt requested and insured.  It is not necessary to endorse your certificates.  Since the method of delivery of all documents and certificates is at your risk, we strongly recommend that you insure your package for five percent (5%) of the current market value of the shares, which is the cost of a bond to have your certificates replaced if they are lost or stolen.  

Once the shares are credited into the shareholder’s AST account, AST will send a statement to the owner by postal mail confirming that the shares have been moved.

Can I get a physical stock certificate for my book-entry shares from AST?

We recommend that you maintain your shares in book-entry form to minimize the risk of such certificate being lost, stolen or destroyed; however, you may request a share certificate for all or a portion of your book-entry shares at any time.  To request a certificate, you should contact AST.  A certificate for your full shares will be mailed to you.

Will any of the subscription rights, NBH shares or shares of common stock of Newco issued upon exercise of the subscription rights be listed for quotation on the OTC market in connection with the rights offering?

None of the NBH common stock, subscription rights or Newco common stock is or will be traded on any securities exchange nor be eligible for electronic trading through DTC or any other established clearing corporation. There is no established public trading market for the shares of NBH common stock, the subscription rights being issued in this offering or the shares of Newco common stock, and NBH does not expect a market to develop for any of these securities.

Can I directly register my NBH common stock if held in retirement accounts (e.g., 401(k), IRA, etc.)?

If your shares are currently held in the name of a custodian for a retirement account and is expressly for your benefit as the beneficiary in AST’s books and records, such shares may be eligible to receive the subscription right if all the other conditions of eligibility are met. To determine whether your shares are held in a retirement account that meets the foregoing eligibility description, please contact your custodian. If your shares are held in a consolidated brokerage account with other retirement account holders, you may be required to remove the NBH shares from the retirement account to be transferred to you individually and then directly registered in your name with AST.  Anyone contemplating such a transfer should speak with their custodian and their tax advisor regarding the consequences of such an election.

Is the Registration Statement related to the NBH’s previously filed registration statement on Form S-1 (File No. 333-269366) filed with the SEC on January 23, 2023 (the “Direct Offering Registration Statement”)?

The Registration Statement and the proposed subscription rights offering described in the Registration Statement are separate and apart from NBH’s Direct Offering Registration Statement filed in January 2023 and the proposed registered direct offering, which NBH may or may not pursue, described in NBH’s Direct Offering Registration Statement.  

As of August 1, 2023, NBH’s Direct Offering Registration Statement has not been declared effective by the SEC nor has such filing been withdrawn by NBH.

How many shares of NBH common stock are authorized and outstanding?

NBH has 500,000,000 authorized shares of common stock, par value $0.0001 per share, and as of July 21, 2023, NBH had 248,830,516 shares of common stock issued and outstanding. No assumptions should be made about the possible number of shares of Newco that may ultimately be outstanding upon any future exercise of subscription rights.

Why do NBH’s executives not make public comments or do interviews?

While the federal securities laws do not prohibit executives from making public comments about a public company’s business, financial condition or results of operations, any statements of executives or board members on behalf of their companies create risks, obligations and potential liability to the company, board and executives under the federal securities laws. To minimize these risks and obligations, the executives and board members of NBH have decided not to make public comments or grant interviews at this time on the advice of legal counsel. NBH will file current and periodic reports on the SEC’s EDGAR system (available at www.sec.gov) containing detailed information about the company, its business, assets, liabilities, risk factors, financial condition and results of operations. Additionally, NBH plans to voluntarily, publicly update investors regarding significant operational and corporate developments. To receive timely emails with respect to these corporate developments, please complete the Email Alert/Investor Form. NBH also plans to provide answers to frequently asked shareholder questions on this investor relations page of NBH’s website.

What are the future plans for the Company and its assets?

The Company filed a 10-K with the Securities and Exchange Commission on March 31, 2023. In this 10-K, the Company disclosed its plan for the Company and provided updates regarding its assets. It can be reviewed here: https://www.sec.gov/Archives/edgar/data/1936756/000119983523000181/nbh-10k.htm

Does NBH have any current plans to make a dividend to its stockholders or sell its assets?

No. NBH does not have any current plans to make a dividend or sell its assets. In order to make a dividend, NBH needs to materially increase its net profits or participate in a sale of its assets or other material transaction. NBH is not actively seeking to sell any of its assets and has not received any offers for its assets since the Spin-Off. NBH is focused on increasing the value of its oil and gas properties. As noted in NBH’s latest 10-K filed on May 15, 2023, NBH’s future plan and mission is to safely increase production and cash flow from our oil and natural gas properties which we believe are rich in opportunities through a disciplined allocation of capital and operational management for the benefit of our shareholders. Our business strategy is designed to accomplish this mission by focusing on two key objectives: (1) maximize the value of our assets; and (2) progress our discovered resources into proved reserves, production, and cash flow through efficient appraisal, development and exploitation. NBH believes there are three principal business processes that we must follow to enable our operations to be profitable. Each major business process offers the opportunity for a distinct partner or alliance as we grow. These processes are (i) investment evaluation and review, (ii) operations and field activities, and (iii) administrative and finance management. Please see NBH’s most recent 10-K and other NBH public filings discussing NBH’s business strategy, operations, current projects, and operations on this investor relations page of NBH’s website.

What is NBH’s current number of wells and oil and gas production amounts?

The number of wells that NBH has drilled and their production amounts are disclosed and updated in NBH’s periodic reports on the SEC’s EDGAR system containing detailed information about the company, its business, assets, liabilities, risk factors, financial condition and results of operations. You can review the most recent Form 10-Q filing.

Do some of NBH’s beneficial owners of NBH common stock hold their stock in the street name of their broker?

Yes. Our list of record stockholders on file with AST includes well-known brokers. Under the terms of the Spin-Off, former holders of the MMTLP Series A Preferred Stock received on a one-for-one basis a share of common stock of NBH. The MMTLP Series A Preferred Stock was traded publicly on the OTC. Consequently, many of the beneficial owners of NBH’s common stock received their MMTLP Series A Preferred Stock through trades executed by a broker. Many owners of stock elect to have their brokers hold their stock for them.

How can NBH conduct its corporate business with its shareholders if brokers own stock for their customers and NBH does not know the identities of all the beneficial owners of its common stock?

Under NBH’s corporate governance documents, NBH’s obligation is to its record stockholders. The list of record stockholders is kept by AST, who serves as NBH’s transfer agent and registrar. When NBH needs to conduct a shareholder vote, NBH will use the record stockholder list and send the requisite information and forms to each record stockholder through a service provider. Some of those record stockholders will be brokers. The brokers will have a duty to communicate to any of their accounts that have beneficial ownership of NBH’s common stock. This is the typical and accepted practice when stock is held in street name.

How did the separation of NBH from Meta Materials, Inc. (“Meta”) occur?

NBH was a wholly owned subsidiary of Meta. NBH’s business was separately operated within Meta through its consolidated subsidiaries: Torchlight Hazel, LLC, a Texas limited liability company; Hudspeth Oil Corporation, a Texas corporation; Hudspeth Operating, LLC, a Texas limited liability company; and Torchlight Energy, Inc., a Nevada corporation. Each of these subsidiaries is currently a wholly owned subsidiary of NBH. The separation of NBH and its subsidiaries from Meta was effected through a dividend of all of the outstanding shares of common stock of NBH, or the NBH common shares, to the shareholders of Meta’s Series A Non-Voting Preferred Stock on a 1-for-1 basis. For additional information on the separation, see information disclosed under the heading “The Spin-Off” included in the Prospectus which may be obtained at www.sec.gov.

What was the record date for the spin-off?

The record date for the spin-off or distribution was December 12, 2022.

What is the difference between record date and distribution date?

The record date establishes who was eligible to receive the NBH common shares on the distribution date, which was December 14, 2022. If a shareholder held its Meta Series A Preferred Stock, or the MMTLP shares, at 5:00 p.m. E.T. on the record date, that shareholder was entitled to receive NBH common shares on a 1-for-1 basis on the distribution date. All MMTLP Series A Preferred Stock has been cancelled.

When did the MMTLP Series A Preferred Stock stop trading?

FINRA halted trading of the MMTLP Series A Preferred Stock prior to the start of the trading day on December 9, 2022. FINRA made an announcement related to its decision which is available on FINRA’s website and available through this link.

Who is the transfer agent and registrar for the NBH common shares?

The distribution and transfer agent and registrar for the NBH common shares is American Stock Transfer & Trust Company (“AST”). For questions relating to the mechanics of the distribution or matters relating to the subsequent transfer of NBH common shares, you should review the Prospectus available at www.sec.gov and/or contact AST shareholder relations at:

American Stock Transfer & Trust Company, LLC
ATTN: Operations Center, Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219

What do I do if I have not received my statement for my shares?

We expect it will take AST up to two weeks after the December 14, 2022 distribution date to complete the distribution of the NBH common shares. If you are a record holder (on the books of the NBH maintained by AST) of the MMTLP Series A Preferred Stock as of the December 12, 2022 record date, AST will mail statements of holdings to all registered stockholders after the distribution is complete. If you held MMTLP Series A Preferred Stock in “street name” through a broker, bank or other nominee, you should contact your broker or bank directly.

What are the tax consequences of the spin-off of NBH to the former shareholders who
owned Series A Preferred Stock in Meta that now own common stock in NBH?

In the Prospectus related to the spin-off, we provided a description of the federal income tax consequences for our shareholders to provide to their tax return preparers regarding the treatment of the spin-off for federal income tax purposes. As noted in this description. each shareholder must apply to themselves a test to determine their own federal income tax consequences related to the spin-off. In conjunction with Meta completing its own corporate tax return last year, we expected Meta would provide the former Series A Preferred shareholders a Form 1099 with a valuation of the NBH common stock for your and your tax preparer's consideration; however, we have been unable to confirm whether or not this took place and shareholders should address any questions regarding this matter to Meta. EVALUATION OF THE TAX CONSEQUENCES FOR EACH SHAREHOLDER IS EACH SHAREHOLDER’S OWN RESPONSIBILITY, AND ALL SHAREHOLDERS ARE STRONGLY ADVISED TO CONSULT WITH THEIR PROFESSIONAL TAX RETURN PREPARATION ADVISORS OR ACCOUNTANTS RELATED TO THE TAX CONSEQUENCES OF THEIR OWNERSHIP OF THE SERIES A PREFERRED STOCK IN META, INCLUDING WITHOUT LIMITATION, THE TAX CONSEQUENCES OF THE SPIN-OFF.

Is Next Bridge Hydrocarbons, Inc. a private company?

NBH is a private company insofar as its shares of common stock are not traded on a public stock exchange of any kind. NBH is, however, required to comply with public company periodic and current reporting requirements under the Securities Exchange Act of 1934. You can access all of the Company’s public filings on the Securities and Exchange Commission’s website or NBH’s website.

Does the transfer process of shares allow for AST to issue more than 165,472,721 that were originally issued as a part of the Spin-Off?

No. AST has issued 165,472,721 shares of NBH’s common stock, and AST has no authorization to issue any more shares than 165,472,721 shares. If a record holder has contacted AST to transfer shares to another party, then such record holder’s number of shares is reduced by the number of shares of transferred to another party. If any party made a claim to allotment to more shares than what it currently owns, it must result from an agreed upon transfer of NBH shares from a record stockholder and such record stockholder’s number of shares would be reduced accordingly.

Did the holders of MMTLP Series A Preferred Stock return more than the 165,472,721 issued shares of MMTLP Series A Preferred Stock to AST?

No. In order to determine who received common stock of NBH, AST followed customary practice and used the list of record holders of MMTLP Series A Preferred Stock as of the 12/12/2022 record date of the Spin-Off. The former holders of MMTLP Series A Preferred Stock were not required to return their shares of the MMTLP Series A Preferred Stock in order to receive common stock of NBH. The shares of the MMTLP Series A Preferred Stock were cancelled per the terms of the Spin-Off. For additional information on the distribution of common shares of NBH and the cancellation of shares of MMTLP Series A Preferred Stock, see information disclosed under the heading “The Spin-Off” included in the Prospectus which may be obtained at www.sec.gov.

What are the future plans for the Company and its assets?

The Company filed a 10-K with the Securities and Exchange Commission on March 31,2023. In this 10-K, the Company disclosed its plan for the Company and provided updates regarding its assets. It can be reviewed here: Form 10-K

Can my broker charge a fee if I transfer my shares in the Company to be held directly by the Company’s transfer agent AST?

If you are charged a fee by your broker to transfer your NBH common shares to our transfer agent AST, then that fee is being charged by your broker and not by the Company. If you have a question about being charged a transfer fee, you should consult your broker and the agreement with your broker.

Where can I find more information about NBH?

NBH stockholders who have any questions relating to NBH should direct their communications to:

Dennard Lascar Investor Relations
nextbridge@dennardlascar.com

Filings & Documents

Corporate Filings

Form 8-K
FEB 8, 2024
Form 10-Q
NOV 16, 2023
Form S-1/A
OCT 31, 2023
Form 8-K
OCT 13, 2023
Form 8-K
OCT 4, 2023
Form S-1
SEP 14, 2023
Form 10-Q
AUG 14, 2023

Q2 2023

Form S-1
AUG 14, 2023
Form S-1
JUL 26, 2023
Form 10-Q
MAY 16, 2023

Q1 2023

Form 8-K
APR 21, 2023
Form 8-K
APR 21, 2023
Form 8-K
APR 05, 2023
Form 10-K
APR 03, 2023
Form S-1
NOV 11, 2022
Next Bridge Hydrocarbons 8-K Filing
DEC 20, 2022
Next Bridge Hydrocarbons 8-K Filing
DEC 27, 2022

Documents & Governance

Code of Conduct
NOV 11, 2022

Next Bridge Investor Relations

Dennard Lascar Investor Relations
Rick Black / Ken Dennard
nextbridge@dennardlascar.com