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CORRESP
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    O’Melveny
    & Myers LLP
    T:
    +1 972 360 1900
     File
    Number: 0633831-00003

    2801
    North Harwood Street
    F:
    +1 972 360 1901

    Suite
    1600
    omm.com

    Dallas,
    TX 75201-2692

November
13, 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

Response dated October 31, 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 October 31, 2024 setting forth the text of the comments of the staff (the “Staff”) of
the Securities and Exchange Commission (the “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”). Capitalized terms
used but not otherwise defined in this letter have the meanings ascribed to them in 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

Principal
Accountant Fees and Services, page 58

    1.
    We
                                            note that you provided draft revisions in response to prior comment 7, having an incremental
                                            table to report fees paid to the current independent accountant for the audit of your 2023
                                            financial statements and the re-audit of your 2022 financial statements. However, the information
                                            that you have provided in the table indicates the auditor was compensated for a re-audit
                                            of the 2022 successor period financial statements but not for the 2022 predecessor period
                                            financial statements.

    Given
that your current auditor has provided an opinion that appears to cover the entire 2022 fiscal year, please advise us of the scope of
services that were provided by the current auditor relative to 2022, and the reasons no fees would pertain to the first eleven-and-a-half
months, as indicated by your table. Please submit the engagement letter regarding the audit provided by your current auditor for our
review.

Response:
In response to the Staff’s comment, the Company respectfully advises that M&K CPAS, PLLC, was engaged to audit the consolidated
balance sheet of the Company as of December 31, 2022 and the related consolidated statements of operations, stockholders’ equity,
cash flows, and the related notes (collectively referred to as the “consolidated financial statements”) for the year then
ended, including both the predecessor period and successor period. The Company proposes to revise the disclosures in Item 14 to be included
in the amendment to the Annual Report as reflected on Schedule 1 attached to this letter. Attached as Annex A to this letter
is a copy of the engagement letter between the Company and M&K CPAS, PLLC, dated April 18, 2024, for reference.

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

    1

    2.
    We
                                            note that your response to prior comment 7 indicates you had reported only fees that were
                                            billed to you by the prior auditor during 2022 and 2023, and that the $330,000 in other fees
                                            paid to the prior auditor relate only to consents that were “previously delivered”
                                            for registration statements.

    However,
    as the fees that you report pursuant to Item 14 should be those billed or expected to be billed for the audits of your financial
    statements for each of the two most recently completed fiscal years, including any reviews of financial statements for interim periods
    within those years, i.e. regardless of when they are billed or paid, please further revise the tabulations of fees associated with
    the 2022 and 2023 financial statements, as necessary to conform with these requirements.

    You
    may refer to Q&A No. 3 in Section M of the Frequently Asked Questions issued by our Office of the Chief Accountant: Application
    of the Commission’s Rules on Auditor Independence, if you require further clarification. You may view this guidance at the following
    website address: https://www.sec.gov/about/divisionsoffices/office-chief-accountant/office-chief-accountantapplication-commissions.

    Please
confirm that your description of the other fees paid to the prior auditor fully conveys the nature and scope of services performed, or
provide any additional details necessary to fully address our prior comment. Please submit the engagement letter covering the other audit
work provided by the prior auditor for our review.

Response:
In response to the Staff’s comment, the Company respectfully proposes to revise the disclosures in Item 14 to be included in the
amendment to the Annual Report as reflected on Schedule 1 attached to this letter. Attached as Annex B to this letter is a copy
of the engagement letter between the Company and BF Borgers, CPA, dated March 21, 2022, for reference.

    3.
    We
                                            understand from your response to prior comment 5 that you intend to revise your statement
                                            of cash flows for the six months ended June 30, 2024 to present cash proceeds from the sale
                                            of assets as an investing activity.

    Please
    further revise your statements to label the column in which the revisions will be made as restated; and submit the disclosures revisions
    that you will provide to address this error correction to comply with FASB ASC 250-10-50-7.

    Please
also revise the captions for the header and the total line items of the investing activities section to reflect cash provided by investing
activities.

Response:
In response to the Staff’s comment, please refer to the proposed amendment to the Quarterly Report on Form 10-Q for the second
quarter of 2024 on page 11 as reflected on Schedule 2 attached to this letter.

Note
1 – Nature of Business, page F-6

    4.
    We
    note that you retained through the restatement of your financial statements disclosure indicating that you accounted for the spin-off
    on December 15, 2022 at fair value, and assigned a value of $77.6 million to the oil and gas properties on that date based on this
    methodology, although within the restatement note beginning on page F-19, you indicate that just two weeks later, that value had
    become fully impaired.

    2

    Given
                                            that your shareholders had retained their economic interest in the oil and gas properties
                                            and associated operations in conjunction with the reverse merger involving Meta Materials
                                            Inc., via the Series A preferred stock that was issued to them just three days prior to completing
                                            the transaction, and considering that the spin-off appears to have simply returned those
                                            interests to the same shareholders, we do not see adequate rationale for the accounting reflected
                                            in your 2022 financial statements, where the activity of 2022 was divided into predecessor
                                            and successor operations, and the accounts were adjusted to assign fair value as if you had
                                            conducted an acquisition. We also note that your 2022 financial statement presentation reflects
                                            an approach that is contrary to the approach illustrated in the pro forma financial information
                                            that you provided in the Form S-1 that became effective on November 18, 2022.

    Based
    on your characterization of the event as a spin-off and considering FASB ASC 845-10-30-10 and FASB ASC 505-60-25-2, it appears that
    you would need to further revise your 2022 financial statements to comply with these standards, which generally require that a distribution
    of nonmonetary assets to owners of an entity be based on the recorded amount, using carryover basis after reduction for any indicated
    impairment of value. This guidance is similarly applicable to reorganizations that are in substance the rescission of a prior business
    combination, and would not generally result in a division of activity into predecessor and successor operations.

    As
it relates to the impairment concern that is the subject of another comment in this letter, please also clarify the nature of any events
or new information that arose during the last two weeks of the 2022 fiscal year that you believe would appropriately result in incremental
impairment at December 31, 2022, compared to December 15, 2022, when impairment was required to be considered in conjunction with the
spin-off.

Response:
In response to the Staff’s comment, the Company respectfully advises that the stockholders of Torchlight Energy Resources, Inc.
(“Torchlight Energy”) did not retain the same economic interest following the reverse merger involving Meta Materials,
Inc. (“Meta Materials”). At the conclusion of the reverse merger with Meta Materials, all of the stockholders of Meta
Materials obtained the economic interest as Meta Materials incurred the costs and received the revenues derived from the operating subsidiaries
that maintained the oil and natural gas properties. Further, the control of these operating subsidiaries and the oil and natural gas
properties was maintained by Meta Materials following the reverse merger.

When
the spin-off transaction occurred, the common stockholders of Meta Materials did not receive shares in the Company as would be expected
to occur in connection with a spin off transaction structure described in FASB ASC 505-60-25-2. The Company was formed as a wholly owned
subsidiary of Meta Materials prior to the spin-off transaction and the common shareholders of Meta Materials no longer had a controlling
financial interest or any type of control of the Company subsequent to the spin-off transaction. The Company was formed with a completely
separate board of directors and management where the holders of the shares of Series A Preferred Stock of Meta Materials became common
stockholders of the Company separate from Meta Material common stockholders and separate from Torchlight Energy prior to the reverse
merger. Although there are overlapping common stockholders of the Company with those who were stockholders of Torchlight Energy, the
stockholders of Torchlight Energy (who became stockholders of Meta Materials) are not identical since the shares of Series A Preferred
Stock were traded on the over-the-counter (OTC) market under the symbol MMTLP following the reverse merger up until the consummation
of the spin-off.

The
change in controlling financial interest at the time of the reverse merger and the spin-off transaction were deemed economic events and
therefore a remeasurement event has occurred. Also, the Company issued shares of common stock in connection with the spin off transaction,
thereby reducing Meta Material’s ownership interest in the Company so that Meta Materials no longer had controlling financial interest
in the Company – Meta Materials’ interest was effectively redeemed following the spin-off.

    3

ASC
845-10-30-10 describes the accounting of a pro rata distribution to an entity’s stockholders of shares of a subsidiary is to be
considered the equivalent to a spin off and then based on the recorded amount. The distribution was not a pro rata distribution of shares
to Meta Material stockholders who had the financial controlling interest in the Company. ASC 845-10-30-10 states nonmonetary assets to
stockholders shall be accounted for at fair value if the fair value of the nonmonetary asset distributed is objectively measurable and
would be clearly realizable to the distributing entity in an outright sale at or near the time of distribution. The Company believes
these to be true. ASC 845-30-12 states a non-pro rata spin-off shall be accounted for at fair value. This transaction was not a pro rata
distribution of a shares of a subsidiary to the stockholders of Meta Materials as described in ASC 505-60.

In
regard to the impairment consideration timing, as noted in the Company’s response to the previous SEC comment letter, the additional
facts and circumstances described in that response lead to the impairment being recorded retroactively effective as of December 31, 2022
which the Company believes was the most appropriate timing for the impairment. At the time of the spin-off transaction, appointments
of a new management team and board of directors became effective and as such there was a continued development and evaluation of wells.

Note
4 – Oil and Gas Properties, page F-10

    5.
    We
                                            note your disclosure on page 6 explaining that on March 27, 2017, the Orogrande acreage became
                                            subject to a University Lands D&D Unit Agreement (“DDU Agreement”), which
                                            expires on December 31, 2024, and that you have “...the right to extend the DDU Agreement
                                            through December 31, 2029, if compliance with the DDU Agreement is met and the extension
                                            fee associated with the additional time is paid.”

    Given
    your disclosures indicating that you were in compliance with the agreement and expected to exercise your option to extend the term
    prior to its expiration, please explain to us how your October 8, 2024 report on Form 8-K, stating that the counterparty announced
    that it would not extend your Development Unit Agreement pertaining to the Orogrande property, reconciles with these representations.

    Given
    that past disclosures indicating the rights to the leases were held prior to forming the DDU Agreement, also clarify the relevance
    of the DDU Agreement with respect to the oil and gas interests in the properties. In other words, clarify the nature of rights held
    previously and whether these were relinquished or exchanged in conjunction with that arrangement, or whether, and if so the extent
    to which, your rights to any interests associated with the properties survive the DDU Agreement.

    Provide
us with the DDU Agreement and any amendments that were made to the agreement from inception through the date of your response

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has been in full compliance with the terms
of the DDU Agreement and that the Company was in active negotiations with the lessor to extend the DDU Agreement. Based upon the Company’s
previous drilling results, the Company was eager to extend the DDU Agreement and had no reason to believe that the lessor would not agree
to an extension. The Company was completely surprised by the inexplicable rejection by the