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CORRESP
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  O’Melveny
                         & Myers LLP

2801 North Harwood Street

Suite 1600

Dallas, TX 75201-2692

  T: +1 972 360 1900

F: +1 972 360 1901

omm.com

  File Number: 0633831-00003

January 15, 2025

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:
  Jenifer Gallagher

      Karl Hiller

    Re:

    Next Bridge Hydrocarbons, Inc.

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

    Filed July 17, 2024

    Response dated December 20, 2024

    File No. 000-56648

Dear Ms. Gallagher and Mr. Hiller:

On behalf of Next Bridge Hydrocarbons,
Inc., a Nevada corporation (the “Company”), set forth below are the Company’s responses to the letter dated December
24, 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 the engagement letters
    regarding the M&K CPAS PLLC re-audit of the 2022 financial statements and the BF Borgers, CPA audit of the 2020 and 2021 financial
    statements, in response to prior comments one and two.

    Please also provide the engagement letters for
    M&K CPAS PLLC audit of your 2023 financial statements, and the engagement letters covering all of the services provided by BF Borgers,
    CPA subsequent to the 2021 audit, up until their dismissal on February 10, 2024, as previously requested.

    Please also provide us with a schedule that details
    all payments made to your current and former auditors comprising the fees that you report in the schedule to include the payee name, amount,
    date, and description of service, reconciled as necessary to the amount in Schedule 1 of your November 13, 2024 response.

     1

Response: In response to the
Staff’s comment, attached as Annex A is a copy of the M&K CPAS PLLC engagement letter dated April 18, 2024 in connection
with the audit of the Company’s 2023 financial statements. The Company respectfully advises the Staff that the previously
provided engagement letter with BF Borgers, CPA is the only engagement letter between the Company and BF Borgers CPA.

In addition, in response to the Staff’s
comment regarding the payments made to the auditors, attached as Schedules 1-A and 1-B are detailed schedules reflecting
the fees paid by the Company to M&K CPAS PLLC and BF Borgers, CPA, respectively.

Financial Statements, page F-1

    2.
    We note that you provided draft revisions for the 2024 second quarter interim report in response to prior comment three, to address an error in reporting cash flows from the sale of assets. Please further revise as necessary to label each column of numerical information that will be affected by this any additional error corrections as “Restated.” For example, such labeling should appear on the column for the “Six Months Ended June 30, 2024” in the statements of cash flows.

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

    3.

    We understand from your response to prior comment
    4 that you revalued the accounts in connection with the December 14, 2022 separation because the settlement of the Series A preferred
    shares did not involve the common shareholders of the former parent. You also express the view that the former parent had a controlling
    financial interest in the operations which changed as a result of the separation, although considering the rights conveyed to the Series
    A preferred shareholders, this does not appear to align with any change in the primary beneficiary.

    We note that you did not address the guidance in
    FASB ASC 845-10-30-10, which states that the distribution of nonmonetary assets to owners of an entity in a plan that is in substance
    the rescission of a prior business combination shall be based on the recorded amount of the nonmonetary assets distributed. Instead, you
    indicate that you relied upon other guidance in the same paragraph regarding nonreciprocal transfers of nonmonetary assets other than
    spin-offs, indicating fair value should be assigned when the fair value is objectively measurable and would be clearly realizable to the
    distributing entity in an outright sale at or near the time of the distribution.

    However, since the transaction involved the settlement
    of the Series A preferred shares, this would appear to be a reciprocal transaction rather than a nonreciprocal transaction, and considering
    (i) the inability of Meta Materials, Inc. to secure a sale of the assets during the period of its custodianship, (ii) your view of there
    being no recoverable value associated with the properties two weeks after the separation, and (iii) there being no basis in the third
    party valuation report for attributing value to 5,985,000 BOE of proved reserves on unevaluated properties, your circumstances do not
    appear to satisfy the criteria of the fair value guidance cited in your reply.

    We continue to believe that the guidance referenced
    in the first sentence of the second paragraph above would preclude any write-up in the values in connection with the separation. You may
    also refer to analogous guidance in FASB ASC 845-10-30-13, requiring the split-off of a targeted business, where its shares are distributed
    on a pro rata basis to holders of the targeted stock, to be recorded at historical cost. Both yield a consistent view that should govern
    the accounting in your circumstances.

    Please revise your 2022 financial presentations
    to eliminate the segregation of predecessor and successor activity and the step-up in basis.

     2

Response:  In
response to the Staff’s comment and in reference to the previous response provided by the Company in the response letter filed on
November 13, 2024, the Company respectfully advises that it does not believe ASC 845-10-30-10 is applicable based on the substantial changes
in the stockholders of Torchlight Energy Resources, Inc. (“Torchlight Energy”) at the time of the reverse merger transaction
with Meta Materials, Inc. (“Meta Materials”) compared to those Series A Preferred stockholders who became common stockholders
of the Company at the time of the spinoff. The Company believes the spinoff transaction is in line with a business combination in accordance
with ASC 805-10-25. Therefore, due to the substantial change in the primary beneficiaries of the spinoff transaction compared to the reverse
merger transaction, the Company believes the spinoff is not a recission of a prior business combination and  its reliance
on the criteria of the fair value guidance is reasonable. The Company also respectfully advises the Staff that the value recorded by the
Company is not materially different from the value recorded by Meta Materials.

In support of its position
that the spinoff transaction was not a rescission of a prior business combination, the Company respectfully advises that it was formed
with a separate board of directors and management from that of Torchlight Energy and the holders of the shares of Series A Preferred Stock
of Meta Materials that became common stockholders of the Company were distinct from the Meta Materials common stockholders and from the
previous common stockholders of Torchlight Energy prior to the reverse merger as a result of an aggregate trading volume of 251,976,796[1]
shares of Series A Preferred Stock traded on the over-the-counter (OTC) market. Although there are overlapping common stockholders of
the Company with those who were stockholders of Torchlight Energy, the stockholders of Torchlight Energy at the time of the reverse merger
are not identical to the common stockholders at the time of the consummation of the spinoff. Following the spinoff transaction, the common
stockholders of Meta Materials no longer had a controlling financial interest or any type of control of the Company or its assets subsequent
to the spinoff transaction.

It is the Company’s
view that a recission typically involves selling off the acquired company's assets or distributing shares in order for the original owners
and/or management of the acquired company to regain control, which, in effect, unwinds a prior business combination. The following tables
reflects the change in 5% ownership, change in management and change in the board of directors from Torchlight to the Company:

      Common Stock Owned

      6/28/2021

      12/14/2022

    Total Shares Outstanding
      145,051,666

      165,472,241

    5% or More Beneficial Owner -

      Gregory McCabe
      19,605,348
      13.52 %
      12,826,492
      7.75 %

      Will Stuart Entities
      0

      19,000,000
      11.48 %

    Torchlight Officers -

      John Brda

      CEO (Terminated 6/28/2021)
      2,318,322
      1.60 %
      1,900,000

      Roger Wurtele

      CFO
      10,000
      0.01 %
      5,000
      NM

    Torchlight Directors - June 2021

[1]
Historical trading information between October 7, 2021 and December 8, 2022 as reported on Barchart.com.

     3

      Robert Lance Cook
      300,000
      0.21 %
      101,000
      0.06 %

      Michael Graves
      745,000
      0.51 %
      0

      Alexander Zyngier
      0
      - %
      0

    Officers - December 2022

      Clifton DuBose Jr
      0

      0

      Joseph DeWoody
      0

      0

      Lucas Hawkins
      0

      0

      Delvina Oelkers
      0

      0

    Directors - December 2022

      Mia Pitts
      0

      0

      Kristen Whitley
      0

      0

NM =
Not meaningful.

As to any measurable assigned
fair value, the Company believed at the time of the transaction that there was recoverable value, although the later impairment was a
result of the new management’s assessment and characterization of existing circumstances that were not taken into account at the
time of the spinoff transaction. See the Company’s response to comment 6 below, which is incorporated herein by reference.

Further, with respect to
the Staff’s comment regarding the recorded value of the assets, the Company respectfully advises the Staff that, as a result of
the spinoff, Meta Materials recognized a gain related to the transaction in accordance with ASC 810-10-40. Based on information available
to the Company at the time of the spinoff as well as information reported by Meta Materials in its filings with the Commission, the Company
notes that the basis of the oil and gas properties on the books of Meta Materials at the time of the spinoff transaction was approximately
$75 million. By comparison, the Company recorded an initial value of the oil and gas properties of $77.4 million, which is substantially
similar to the amount recorded on Meta Materials’ books.

Note 5 - Related Party Balances, page F-14

    4.

    We understand from your response to prior comment
    six that Mr. McCabe acquired the position of Meta Materials, Inc. as your creditor, holding a $21.6 million receivable under your 2021
    Note and Loan Agreement and a lien on 25% of the Orogrande Prospect, in exchange for $1.2 million during 2023.

    Please expand your disclosure to include those
    details, also to explain how acquiring the note by Mr. McCabe served to “consolidate the debt obligations of the Company,”
    and why this was at the time his motivation as indicated in your response. Please specify the total balance of all amounts payable to
    Mr. McCabe.

Response: In response to the
Staff’s comment, the Company respectfully advises that Mr. McCabe paid $6 million and agreed to purchase an additional $6
million in Meta Materials stock at a 120% premium over the next several quarters. After a dispute over several matters, Mr. McCabe
and Meta Materials agreed on a settlement of an additional $1.2 million payable by Mr. McCabe in lieu of the acquisition of the
additional shares of common stock, for a total purchase price of $7.2 million for the purchase of the 2021 Note and Loan Agreement.
It was the Company’s view that having all of the corporate debt owed to its Chairman, CEO, and largest shareholder was in the
best interest of the Company and its stockholders. Prior to the transfer of the indebtedness, the Company had reason to believe that
Meta Materials intended to sell the 2021 Note on the open market, which could have had a significant negative impact on the Company
in light of the Company’s needs for flexibility in respect of the terms of the 2021 Note and Loan Agreement. Since assuming
the 2021 Note and Loan Agreement, Mr. McCabe has extended the maturity date several times for the benefit of the Company’s
working capital requirements.

     4

Note 11 – Subsequent Events, page F-18

    5.

    We have considered the information provided in
    your response to prior comment 8, concerning your valuation of the four entities acquired earlier this year, clarifying in part that the
    concurrent sale of certain interests held by two of the entities were made to an unrelated party in a prearranged, simultaneous, and arms-length
    exchange.

    We understand that even though there was a clear
    indication of value based on these contemporaneous cash sales of interests acquired, you opted to value the shares that were issued using
    a share valuation study which derived share value from the book value of your net assets about one year earlier.

    We continue to believe that information from the
    contemporaneous sale of two of the four LLCs should be used as a basis for the initial valuation to comply with FASB ASC 805-50-30-2.
    Based on the information that you have provided, we do not see adequate rationale for the recognition of gain on the contemporaneous sale
    of interests.

    Please submit the revisions that you propose to
    account for the acquisitions of the Wildcat entities and the subsequent sales of Wildcat Valentine LLC and Wildcat Panther LLC using a
    methodology that considers the contemporaneous sale information in determining the fair value of the assets acquired.

Response: In response
to the Staff’s comment, the Company respectfully advises that it does not believe that the information from the contemporaneous
sale of two of the four LLCs should be used as a basis for the initial valuation to comply with FASB ASC 805-50-30-2. To clarify, the
assets sold in one transaction were not identical to the assets that were purchased when acquiring the LLCs. In reference to the response
to comment 8 provided in the response letter dated November 13, 2024, the Weaver and Tidwell, LLP valuation memorandum dated March 29,
2024 (Annex E to the prior response letter), provided updated valuations using the subsequent sale method, comparable lease method and
comparable transaction method. Since consideration for the assets was the Company’s common stock, the Company determined a valuation
of the common stock issued in the transaction to be the best estimate of the Company’s initial valuation and is a reliable measure.
As the guidance states, the Company used GAAP applicable to the issuance of equity interest to determine the valuation of the consideration
given.