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    O’Melveny
    & Myers LLP
    T:
    +1 972 360 1900

    2801
    North Harwood Street
    F:
    +1 972 360 1901

    Suite
    1600
    omm.com

    Dallas,
    TX 75201-2692

October
1, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Joseph Klinko

Jenifer
Gallagher

  Re:
  Next
                         Bridge Hydrocarbons, Inc.

Form
10-K for the Fiscal Year ended December 31, 2023

Filed
July 17, 2024

File
No. 000-56648

Dear
Mr. Klinko and Ms. Gallagher:

On
behalf of Next Bridge Hydrocarbons, Inc., a Nevada corporation (the “Company”), set forth below are the Company’s
responses to the letter dated September 20, 2024 setting forth the text of the comments of the staff (the “Staff”)
of the Securities and Exchange Commission on the Company’s above-referenced Annual Report on Form 10-K for the fiscal year ended
December 31, 2023 filed on July 17, 2024 (the “Annual Report”).

This
letter is being filed electronically via the EDGAR system today. Capitalized terms used but not otherwise defined in this letter have
the meanings set forth in the Annual Report.

Form
10-K for the Fiscal Year ended December 31, 2023

Financial
Statements

Note
12 - Explanation of the Restatement, page F-19

 1. We
note the disclosures in advance of page one stating “the Company and its new auditing firm analyzed the previous 2022 financial
statements and determined that there were reporting deficiencies,” and “the Company and its new auditing firm determined
that the 2022 audit performed by Borgers should not be included in the 2023 filing,” and that based on those views you engaged
the firm to also reaudit the 2022 financial statements.

You
explain that you assessed the need for impairment of costs capitalized for the oil and gas properties and considered the potential expiration
of the underlying mineral lease as a “triggering event,” including reference to the Orogrande Project, and that you decided
to fully impair the costs because there was no assurance a renewal would be secured prior to the end of 2024, notwithstanding negotiations
that were underway to extend the lease.

You
state that “The new auditing firm recommends that this higher impairment is more in line with the standard practices within the
oil and gas exploration industry during periods in which lease renewals are pending and subject to renewal.”

Please
clarify for us the extent and nature of advisement received from the new audit firm as to the valuation and standard practices, including
any criteria applied in determining that full impairment would be more in line with standard practices, and provide us with all written
communications that you received from the new audit firm on this topic.

Please
also clarify how your view of the approaching lease expiration date as a “triggering event” determined the scope and extent
of the accounting procedures that you reference as being applied to examine the need for an impairment adjustment, in contrast to any procedures
that you would have applied in the absence of this uncertainty.

Austin
● Century City ● Dallas ● Houston ● Los Angeles ● Newport Beach ● New York ● San Francisco ●
Silicon Valley ● Washington, DC

Beijing
● Brussels ● Hong Kong ● London ● Seoul ● Shanghai ● Singapore ● Tokyo

    October
    1, 2024

    Page
    2

Response: In response to the Staff’s
comment, the Company determined that it was in the best interest of the Company and its stockholders to engage a new independent public
accounting firm, M&K CPAS, PLLC (the “Accounting Firm”). In connection with the previous 2022 audit, due consideration
had not been given to the dry wells or uneconomic wells and, in connection with such audit, the fair value of the “unevaluated properties”
subject to the mineral lease were written up. The Accounting Firm referred the Company to applicable guidance that would assist the Company’s
management in its impairment analysis. Accordingly, the Company determined that it was in the best interest of the Company to prepare
restated financial statements for the fiscal year ended December 31, 2022. The Accounting Firm, acting solely in its capacity as the Company’s
independent registered accounting firm, issued its report on the restated financial statements for the 2022 fiscal year based on its audit
of such restated financial statements for the fiscal year ended December 31, 2022 and audited the financial statements for the fiscal
year ended December 31, 2023. The Accounting Firm reviewed materials provided by the Company that would customarily be considered in connection
with a complete audit in compliance with the auditing standards of the Public Company Accounting Oversight Board, including historical
data and information available at the time of the restatement audit with respect to the lack of revenue earned from the oil and natural
gas property subject to the lease, and the uncertainty with respect to the renewal of the lease term. During the term of the lease beginning
in April 2013 through the end of 2022, the Company had drilled multiple wells in the Orogrande Project, however, none of the wells were
economic with proved reserves as of the end of fiscal year 2022, and with less than two years left on the lease term, the Company was
significantly undercapitalized with substantial doubt as to its ability to continue as a going concern, which would impact the Company’s
implementation of a drilling plan that would lead to positive cash flow before the end of the lease term. In addition, with respect to
factors considered under ASC 932-360-35, the Company had negative cash flows from operations, a net loss for the fiscal years ended December
31, 2022 and 2023. As a result, the Company and its management determined that, based on the applicable GAAP standards for extractive
activities, there was a triggering event with respect to the uncertainty of the mineral lease renewal and, since the mineral lease and
the oil and natural gas properties subject thereto have always been identified as “unevaluated property” since the 2022 fiscal
year and for all subsequent periods, the Company reasonably determined that such assets should have been fully impaired for the 2022 fiscal
year and all subsequent periods.

The Company proposes to amend the Annual Report under
the caption “Items Amended in this Filing” and Note 12 to the audited financial statements as reflected on Schedule 1
attached to this letter to clarify the basis for the restated financial statements and the revised impairment analysis.

 2. We
understand from your various tabulations under this heading and the disclosures on page F-8 that you recognized an impairment of $80.7
million for the two-week successor period of 2022 in connection with the restatement, having the effect of eliminating the entire balance
of your oil and natural gas properties account, and that an additional $27.2 million impairment was recognized during 2023, pertaining
to similar costs that had been subsequently capitalized. We see that you had reported all such costs as unevaluated under the full cost
method, and that the balance had accumulated to $119.5 million as of the end of your 2023 third fiscal quarter, prior to the restatement.

Please
explain to us how you applied the accounting policy described in the second paragraph on page F-8, indicating costs capitalized for unevaluated
properties are reviewed for impairment on at least a quarterly basis, to include considering seismic data, requirements to relinquish
acreage, drilling results, remaining time in the commitment period, remaining capital plan, and political, economic, and market conditions,
in concluding that all such costs were fully impaired.

Tell
us how each criteria listed in your policy was considered relative to the Orogrande Project; it should be clear how you considered the
status of properties, recent exploration work, the intentions expressed in your disclosures on pages 6 and F-11, stating the Company
“…expects to exercise its option to extend the term under the DDU Agreement prior to its expiration,” and the financing
arrangements described on pages 7, 12, 34, F- 11, and 57, which appear to have covered the wells drilled during 2023, and to have conveyed
options for participants to fund similar activity during 2024.

Tell
us the extent to which the well criteria for 2024 have been satisfied, the extent of any financing or indications of financing that you
expect will enable an extension of the leases prior to year-end, and of all relevant dates corresponding to these matters. Please clarify
whether you have subsequently secured an extension of the leases.

    October
    1, 2024

    Page
    3

Response: In response to the Staff’s
comment, the Company’s response to the Question 1 of this letter is incorporated herein by reference. The Company determined that
the facts and conditions in relation to the uncertainty as to the expiration date of the mineral lease, the financing costs associated
with the performance by the Company under the lease, the status of the drilling activities in respect of the minimum drilling requirements
under the mineral lease and the drilling results remained unchanged; therefore, the assessment of the lease as “unevaluated property”
was applicable to all subsequent quarterly periods during the fiscal year ended December 31, 2023 justifying the Company’s impairment
analysis following the restatement audit. As part of the quarterly analysis to determine the impairment of the “unevaluated properties,”
the Company assessed the remaining lease term, the commitment of a capital plan, meeting the drilling obligations under the lease, the
lack of revenue derived from wells drilled in respect of such drilling obligations, and the fact that there was no additional seismic
data available with respect to the oil and natural gas properties subject to the lease. Accordingly, the preponderance of evidence suggested
that the full impairment of the oil and natural gas assets under the lease should have been applicable for the fiscal year ended December
31, 2022—an oversight that the Company determined warranted the restatement of the financial statements for such period.

As
to the recognized impairment of the Company’s assets for the successor period in 2022, the Company determined that the
impairment analysis applicable to the successor period should be based on the accumulated facts and conditions (as described above
and in response to Question 1 of this letter) that existed with respect to the mineral lease prior to the time in which the Company
became a standalone operating company following the spin-off from Meta Materials, Inc. in December 2022. For all periods following
the successor period, the Company considered whether there were any changes to the applicability of the facts and circumstances
informing its impairment analysis and, identifying none, believed that the continued policy of full impairment was appropriate and a
reasonable conclusion since there is no carrying value of the wells and no reserves available to conduct a PV10 impairment test.

In
further response to the Staff’s comment, the Company proposes to amend the disclosures of the Annual Report on page F-8 as reflected
on Schedule 2 attached to this letter.

Note
11 - Subsequent Events, page F-18

 3. We
note that you report having acquired four entities in March 2024 from Wildcat Partners SPV, LLC in exchange for 2,500,000 shares of your
common stock and on page 19 of the 2024 first quarter interim report, you disclose that there was a concurrent arrangement with Magnetar
Exploration L.P., under which it would acquire from you various interests in leases that you were acquiring in the transaction and that
this associated transaction resulted in a gain on the sale amounting to $618,504.

Please
explain to us how you concluded that your accounting for the acquisition resulted in fair value being ascribed to the assets acquired,
considering the concurrent arrangement to sell the interests for cash consideration, and the guidance in FASB ASC 805-50-30-2, requiring
measurement based on the fair value of the consideration given or the fair value of the net assets acquired, whichever is more clearly
evident and reliably measurable.

Please
clarify how the bonus arrangements were formulated and considered in your valuation, identify the intended recipients, and describe any
associations and relationships between those individuals or parties and the company and its officers. Provide us with the purchase agreements
and sales agreements underlying these transactions; these should also be filed as exhibits to comply with Item 601(b)(10) of Regulation
S-K.

Response:
In response to the Staff’s comment, fair value was based on the value of the common stock of the Company that was issued in consideration
for the acquisition, rather than the value of the Wildcat entities being acquired. From an accounting perspective, the Company considered
three separate alternatives to determining the fair value: (i) comparable sales of interest in similarly-situated oil and gas properties,
(ii) subsequent value that was derived from the transfer of the interests to Magnetar Exploration L.P., and (iii) the valuation of
the Company’s common stock issued in the transaction based on the independent valuation report that was prepared in connection
with the Company’s acquisition of additional working interest in the Orogrande Project. The Company relied upon an independent
valuation report, and following various discussions between the Company’s management and legal counsel as to the reliability of
such a measurement, the Company determined that the fair value of the consideration (i.e., the value of the Company’s common stock)
was a reliable measurement.

In
further response to the Staff’s comment with respect to the “bonus arrangement,” please refer to the proposed clarifying
amendment to the disclosures on Schedule 3 that would be included in the amendment to the Annual Report and the amendment to the
Quarterly Report on Form 10-Q for the first quarter of 2024. In addition, the Company will file the relevant agreements entered into
in connection with the acquisition and sale transactions under Item 601(b)(10) with the amended Annual Report.

    October
    1, 2024

    Page
    4

 4. We
note that you report an “Adjustment to share value” of $12,428,719 in the column for Additional paid-in capital for the three
months ended June 30, 2023, in the Statements of Stockholders’ Deficit on page 10 of your 2024 second quarter interim report. Tell
us your rationale for this adjustment and explain to us why this has not been identified as part of a restatement, since it did not appear
in your original report for this earlier period.

Response:
The Company acquired additional working interest in the Orogrande Project in April 2023, and, during the course of the 2023 fiscal year
audit, such transaction was examined, and a determination was made to change the per share value of the common stock issued in connection
with such transaction and the change in impairment of the oil and natural gas assets as described in the Company’s responses to
questions 1 and 2 in this letter. The Company relied upon the independent valuation report evaluating the Company’s common stock
which aligned with the adjustment to the value of the Company’s common stock reported in the Quarterly Report on Form 10-Q for
the second quarter of 2024.

From
an accounting perspective, the adjustment to the value of the working interests acquired in 2023 and the impairment of oil and natural
gas assets of the Company impacted the value of the Company’s common stock. For the Quarterly Report on Form 10-Q for the second
quarter of 2024, the Company debited “property, plant & equipment” (PPE), credited “common stock” and c