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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

March 21, 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

    Comment letter dated February 14, 2025

    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 February
14, 2025 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

Financial Statements, page F-1

    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.

    We note your response to prior comment 3 expressing
    the view that the separation should be accounted for at fair value because some of the Series A preferred shares had exchanged hands during
    the period of custodianship and you believe that “reliance on the criteria of the fair value guidance is reasonable" although
    you have not reconciled the view to having a valuation of $79,695,928 as of December 14, 2022 and a valuation of zero two weeks later
    on December 31, 2022.

    The criteria
    in FASB ASC 845-10-30-10 would require the fair value of the nonmonetary asset to be “objectively measurable” and “clearly
    realizable” in an outright sale at or near the time of the distribution. This criteria is also evident in and consistent with the
    guidance in FASB ASC 845-10-30-3 and 8, covering the basic principle, modification to the basic principle, and its application. However,
    the value derived in the valuation report upon which you wish to rely placed substantial value on proved oil and gas reserves that did
    not exist on the underlying properties, and would therefore not provide adequate support relative to this criteria.

    As the Series A preferred
    stock was issued pro rata to the common shareholders of Torchlight Energy Resources, Inc. just prior to the reverse merger, in order for
    them to secure rights to the oil and gas interests that would later convey either in the form of asset-sale dividends or spin-off dividends,
    if the interests could not be sold within six months, and because these rights were not shared by the common shareholders of Meta Materials,
    Inc., the separation is not accurately depicted as an acquisition.

    The value ascribed to the oil and gas properties
    as of March 31, 2021, just prior to the reverse merger, was $31,441,701; and the corresponding value reported in your financial statements
    as of September 30, 2022 (as provided in your Form S-1 covering the separation) was $47,293,607, which appropriately did not reflect any
    push-down valuation by the former parent. This balance represents the recorded amount as of the interim date that should be used to comply
    with GAAP.

    Please revise your financial statements to eliminate
    the segregation of predecessor and successor activity and the step-up in basis. We reissue prior comment 3.

Response: In response to the Staff’s comment,
the Company proposes to amend the Annual Report by (1) eliminating the Predecessor Period beginning January 1, 2022 and ended December
14, 2022 and the Successor Period beginning December 14, 2022 and ended December 31, 2022 and showing the results for the year ended December
31, 2022 and (2) amending Note 1 to the annual financial statements. The restatement of the financial statements for the year ended December
31, 2022 is subject to audit review, which is currently in process by the Company’s independent accounting firm.

    2.

    We note that you provide some details in response
    to prior comment 4, regarding the $21.6 million balance of the 2021 Note and Loan Agreement that Mr. McCabe acquired from Meta Materials,
    Inc. just after the separation, in exchange for $1.2 million (upon resolving non-performance on a commitment to acquire $6 million in
    equity). We also understand that Mr. McCabe had provided a 25% interest in the Orogrande Prospect as security for the loan during the
    period of custodianship.

    Please expand your disclosures to provide these
    contextual details, including the circumstances under which the loan was originally made and under which the security interest was originally
    provided, reconciled with the motivations described in your earlier response, and providing quantification of the consideration ultimately
    paid.

Response: In response
to the Staff’s comment, the Company proposes to amend the Annual Report as reflected on Schedule 1 attached to this letter.

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    3.

    We note your response to
    prior comment 5 regarding the contemporaneous purchase and sale of assets during March 2024, explaining that you do not believe the sale
    of the two entities provides a basis for valuing the four entities, stating that “the cash selling price is not the best indication
    of value because the makeup of the assets purchased, and the subsequent assets sold were not the same.”

    You indicate there were differences
    in comparing the assets acquired and the assets sold in terms of formation depths, overriding interests, drilling locations, seismic data
    coverage, and options to participate in future drilling commitments.

    However, the guidance in
    FASB ASC 805-50-30-2 includes a fair value objective in stating that measurement shall be based on the fair value of the consideration
    given or the fair value of the net assets acquired, whichever is more clearly evident and therefore more reliably measurable. The guidance
    in FASB ASC 845-10-30-1 expresses a similar objective in stating that measurement shall be based on the fair value of the asset received
    if it is more clearly evident.

    We understand that you valued the four entities
    acquired at $450,00 based on the 2,500,000 shares that were issued even though received $964,448 in cash in exchange for the two entities
    sold, which would generally be considered a clear indication of value. Based on the fair value objective and considering the cash sale,
    we continue to believe that you will need to restate your accounting for this transaction to comply with generally accepted accounting
    principles. We reissue prior comment 5.

Response: In response to the Staff’s
comment, the Company proposes to include the recalculation of per share value of common stock issued in connection with its acquisition
of the four Wildcat entities in the Annual Report on Form 10-K for the year ended December 31, 2024. The 2024 financial statements will
account for the acquisition on the basis of cash received from the sale of certain properties held by two of the Wildcat entities subsequent
to the initial acquisition. The result is no recognition of gain or loss on the subsequent sale of such assets.

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    4.

    We note your response to
    prior comment 6 explaining that while your prior management team “believed in the viability of the Orogrande project subsequent
    to December 31, 2022 as evidenced by the continued exploration,” you new management team “could not disregard the evidence
    in support of a full impairment based on its evaluation of the facts and circumstances,” although in your November 13, 2024 response
    to comment 12, you stated that your new management team “...still strongly believes in the scientific merits of the Orogrande Basin”
    while also acknowledging that “...exploration requires extensive science wells to gather the appropriate data, as well as multiple
    drilling and completion attempts to determine best practices.”

    We understand that your current
    Chairman was appointed on June 21, 2023 and to the position of CEO on January 18, 2024, along with the appointment of your current CFO.
    As such, it appears that members of your current management presided over the filing of the Form S-1 on July 26, 2023 and the filing of
    the Form S-1/A on February 6, 2024, both of which included financial statements reporting significant balances for the oil and gas properties,
    and disclosures of exploration progress.

    For example, stating wells
    drilled through 2022 “confirmed that there are at least five potential distinct reservoirs under our acreage...[and] we plan to
    use the results from these wells to determine our drilling plans for future wells, including well locations, target depths and designated
    acreage, in the Orogrande Project,” and in the more recent filing, “...progress during 2022 to develop proved producing reserves
    in the Orogrande Project...[and] costs of $5.8 million in relation to certain drilling activity carried out to remain in compliance with
    all aspects of our lease obligations and to satisfy the continuous drilling clause under the agreement with University Lands.”

    You described the activities
    of “surveying, permitting, road and pad site work and initial drilling,” report that you satisfied your obligations for the
    2023 fiscal year, and that you had 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. The Company expects to exercise its option to extend the term
    under the DDU Agreement prior to its expiration.”

    The new perspectives that
    have been formulated over recoverability of the costs capitalized for the oil and gas properties would be subject to the requirements
    in FASB ASC 250-10-45-17, regarding a change in accounting estimate, which state “A change in accounting estimate shall be accounted
    for in the period of change...[and] shall not be accounted for by restating or retrospectively adjusting amounts reported in financial
    statements of prior periods.”

    You may also consider the
    guidance in FASB ASC 855-10-25-4 which pertains to subsequent events, and states that “an entity shall not recognize events or transactions
    occurring after the financial statements were issued or were available to be issued in financial statements that are later reissued in
    comparative form along with financial statements of subsequent periods unless the adjustment [is required by GAAP].”

    Based on the information that you have provided,
    we continue to believe that your decision to eliminate the full balance of the property account in restating the 2022 financial presentation
    was not properly characterized as an error correction relative to the full cost method, and that you will need to restate your financial
    statements covering 2022 and subsequent periods to restore the accounting that was applied under the full cost method. We reissue prior
    comment 6.

Response: In response to the Staff’s
comment, the Company proposes to amend the Annual Report by eliminating the impairment that was originally presented in the restated financial
statements for the fiscal year ended December 31, 2022. The restatement of the financial statements for the year ended December 31, 2022
is subject to audit review, which is currently in process by the Company’s independent accounting firm.

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If you have any questions or wish
to discuss any matters with respect to this letter, please do not hesitate to contact me by telephone at (972) 360-1914 or by email at
jjacobsen@omm.com.

    Respectfully submitted,

    /s/ O’Melveny & Myers

    O’Melveny & Myers LLP

    Jack Jacobsen, Partner

cc:

Gregory McCabe

Chairman and Chief Executive Officer

Next Bridge Hydrocarbons, Inc.

500 W. Texas Ave., Suite 890

Midland, Texas 79701

Cameron Taber, P.C.

1502 Augusta Drive, Suite 320

Houston, Texas 77057

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Schedule 1

The 2021
Note

OPrior
to the date on which our shares of common stock were distributed to the holders of Series A Preferred Stock of Meta (the “Spin-Off”),
on October 1, 2021, we issued a secured, revolving promissory note in an original principal amount of up to $15 million in
favor of Meta (as amended to date, the “2021 Note”). The 2021 Note was issued to provide capital
to engage certain consultants and satisfy the minimum drilling requirements under the DDU Agreement, which was necessary to preserve
our interests in the oil and gas properties. Though Meta had no intentions to operate the oil and natural gas assets as an independent
business, Meta would need to maintain the oil and natural gas interests until a sale of such assets or the Spin-Off could be consummated
as it was obligated to do under its charter documents. The 2021 Note bears interest at 8% per annum, computed on the basis
of a 360-day year, and matures March 31, 2023 (the “2021 Note Maturity Date”); provided, however, if we raise $30 million
or more in capital through debt or equity or a combination thereof by the 2021 Note Maturity Date, the 2021 Note Maturity Date will be
extended to September 30, 2023. If an event of default has occurred and is continuing, interest on the 2021 Note may accrue at the default
rate of 12% per annum. The outstanding principal of the 2021 Note, together with all accrued interest thereon, becomes due on the 2021
Note Maturity Date.

The 2021
Note is secured by a security interest in (a) pursuant to a Stock Pledge Agreement dated as of September 30, 2021 between Gregory McCabe
(the “Pledgor” or “Mr. McCabe”) and Meta (the “Stock Pledge Agreement”),
1,515,000 shares of Meta’s common stock that are owned directly and beneficially by the Pledgor, and (b) pursuant to a Deed of
Trust, Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Production dated as of September 30, 2021
made by Wolfbone (an affiliate of the Pledgor) for the benefit of Meta (the “Security Agreement”), a 25% working interest
beneficially owned by the Pledgor in the Orogrande Project as defined in the Security Agreement. Following the Merger, we expect Wolfbone
to become an indirect subsidiary of the Company and the Security Agreement to remain in place.

The 2021
Note includes a restrictive covenant that, subject to certain exceptions and qualifications, restricts our ability to merge or consolidate
with another person or entity, or sell or transfer all or substantially all of our assets, unless we are the surviving entity or the successor
entity assumes all of obligations under the 2021 Note.

Upon the
occurrence and during the continuance of an event of default under the 2021 Note, Meta as the lender may declare all outstanding principal
and accrued and unpaid interest under the 2021 Note immediately due and payable, may terminate any remaining commitment to make advances
under the 2021 Note, and may exercise the other rights and remedies provided for under the 2021 Note and related security documents. The
events of default under the 2021 Note include among other things, subject to grace periods in certain instanc