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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

May
20, 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 April 9, 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 April 9, 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

 1. We
understand from your March 21, 2025 response letter that you will amend the 2022 and 2023 financial statements in your 2023 annual report
to address the concerns of prior comments 1, 2 and 4, as well as various previously issued comments, and that you intend to address the
concern of prior comment 3 in the 2024 annual report.

Please
provide us with a draft amendment of your 2023 annual report (including the revised 2022 and 2023 financial statements and the associated
disclosures of the impact of the corrections on each quarter within each of these years) for review at your earliest convenience. Please
also provide us with draft disclosures of the content proposed for inclusion in the 2024 annual report to cover the correction for the
transaction in the first quarter, and the carry-on effects on each quarter within 2024, of that transaction and the carry-on effects
of the corrections originating in 2022.

Please
ensure that your 2024 annual report and the amendment to the 2023 annual report include all of the error correction disclosures prescribed
by FASB ASC 250-10- 50-7 through 50-9, and 50-11. Please also comply with Rule 13a-11 of Regulation 13A, which requires that you file
a Form 8-K, having the information prescribed under Item 4.02, within four days of making a determination that previously issued financial
statements should no longer be relied upon.

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

May
20, 2025

Page 2

Response:
In response to the Staff’s comment, the Company proposes to (i) file the amendment to the Annual Report attached to this letter
as Exhibit A and (ii) include for disclosure in the accompanying notes to financial statements to be set forth in the Annual Report
on Form 10-K for the year ended December 31, 2024, the explanation regarding the correction for the Wildcat transaction as well as the
impact of the restated financials for the year ended December 31, 2023 as set forth on Exhibit B attached to this letter.

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

Exhibit
A

Draft
Amendment No. 1 on Form 10-K/A

[See
attached.]

Exhibit
B

Draft
Explanation of Corrections

The
accounting treatment of the stock issuance reported in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, with respect
to the Wildcat acquisition, was based on an independent valuation of the shares of our common stock, which valuation was used in recording
the subsequent sale of a portion of the assets acquired that resulted in a gain on sale of those assets of $618,502. After reconsidering
the valuation method alternatives for the basis of the shares of common stock issued in the Wildcat acquisition, we subsequently determined
to use the cash value received from the subsequent sales as the valuation method in recording the sale of the assets, having the effect
of reducing the gain on sale to $-0-.

In
addition, adjustments were made to remove the 100% impairment as of December 31, 2022 that was previously included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023 filed on July 17, 2024 (the “2023 Filing”). The adjustment
in the amount of $80,743,013 is applied to reduce the previously restated 2022 impairment expense.

The
Financial Statements as of December 31, 2022 were further adjusted to account for modification to accounting treatment of the Spin-Off.
The Company previously used purchase accounting whereunder the assets of the Company were adjusted to fair value as of December 14, 2022.

In
this Form 10-K, adjustment is made to modify the accounting to carry forward the historical amounts for the Orogrande Project in the
full cost pool that existed prior to the Spin-Off and reverse any fair value adjustments, either at the June 2021 merger of Torchlight
Energy Resources, Inc., the Company’s predecessor, with Meta Materials Inc, or, at the Spin-Off.

The
following schedule summarizes the line by line impacts on the interim first, second, and third quarters of 2024.

    NEXT
    BRIDGE HYDROCARBONS INC.

    QUARTERLY SUMMARY OF RESTATEMENTS

    YEAR ENDED DECEMBER 31, 2024

    As Reported
    As Restated
    As Reported
    As Restated
    As Reported
    As Restated

    March 31, 2024
    March 31, 2024
    June 30, 2024
    June 30, 2024
    September 30, 2024
    September 30, 2024

    BALANCE SHEETS

    Oil and natural gas properties
    $ 205,413
    $ 69,880,631
    $ 217,791
    $ 70,637,794
    $ 325,710
    $ 71,626,075

    Total Assets
    $ 3,092,940
    $ 72,768,158
    $ 1,947,299
    $ 72,367,302
    $ 1,202,182
    $ 72,502,547

    Additional paid-in capital
    $ 72,496,356
    $ 34,258,727
    $ 72,526,846
    $ 34,289,217
    $ 72,539,346
    $ 34,301,717

    Accumulated deficit
    ($ 120,096,191 )
    ($ 12,183,344 )
    ($ 121,041,141 )
    ($ 12,383,509 )
    ($ 122,366,763 )
    ($ 12,828,769 )

    Total stockholders’ equity
    ($ 47,574,652 )
    $ 22,100,566
    ($ 48,489,102 )
    $ 21,930,900
    ($ 49,802,224 )
    $ 21,498,141

    Total Liabilities and Stockholders’
    equity
    $ 3,092,940
    $ 72,768,158
    $ 1,947,299
    $ 72,367,302
    $ 1,202,182
    $ 72,502,547

    STATEMENTS of OPERATIONS

    Impairment expense
    $ 713,173
    $ 0
    $ 1,457,961
    $ 0
    $ 2,338,323
    $ 0

    Total operating expenses
    $ 1,508,881
    $ 795,708
    $ 2,762,027
    $ 1,304,066
    $ 4,153,203
    $ 1,814,880

    Gain on sale of properties
    $ 618,501
    $ 0
    $ 618,504
    $ 0
    $ 618,504
    $ 0

    Net loss
    $ 876,813
    $ 782,141
    $ 1,821,763
    $ 982,306
    $ 3,147,385
    $ 1,427,566

    STATEMENTS of CASH FLOWS

    Net loss
    $ 876,813
    $ 782,141
    $ 1,821,763
    $ 982,306
    $ 3,147,385
    $ 1,427,566

    Impairment expense
    $ 713,173
    $ 0
    $ 1,457,961
    $ 0
    $ 2,338,323
    $ 0

    Gain on sale of properties
    $ 618,501
    $ 0
    $ 618,504
    $ 0
    $ 618,504
    $ 0

    NEXT
    BRIDGE HYDROCARBONS INC.

    CONSOLIDATED BALANCE SHEETS

    Unaudited

    As of March 31, 2024

    March 31, 2024

    As originally

    As

    Filed

    Restated

    July 31, 2024
    Adjustments
    March 31, 2024

    ASSETS

    Current assets:

    Cash
    $ 2,174,661
    $ 0
    $ 2,174,661

    Accounts receivable
    $ 243,113
    $ 0
    $ 243,113

    Production receivable
    $ 1,382
    $ 0
    $ 1,382

    Prepayments - development costs
    $ 228,367
    $ 0
    $ 228,367

    Prepaid expenses
    $ 134,825
    $ 0
    $ 134,825

    Total current assets
    $ 2,782,348
    $ 0
    $ 2,782,348

    Oil and natural gas properties, net of impairment
    $ 205,413
    $ 69,675,218
    $ 69,880,631

    Other assets
    $ 105,179
    $ 0
    $ 105,179

    TOTAL ASSETS
    $ 3,092,940
    $ 69,675,218
    $ 72,768,158

    LIABILITIES AND STOCKHOLDERS’ DEFICIT

    Current liabilities:

    Accounts payable
    $ 1,341,084
    $ 0
    $ 1,341,084

    Note payable - related party
    $ 42,499,082
    $ 0
    $ 42,499,082

    Note payable
    $ 2,000,000
    $ 0
    $ 2,000,000

    Accrued interest payable - related party
    $ 4,552,205
    $ 0
    $ 4,552,205

    Accrued interest payable
    $ 20,667
    $ 0
    $ 20,667

    Total current liabilities
    $ 50,413,038
    $ 0
    $ 50,413,038

    Asset retirement obligations
    $ 254,554
    $ 0
    $ 254,554

    Total liabilities
    $ 50,667,592
    $ 0
    $ 50,667,592

    Commitments and contingencies

    Stockholders’ deficit:

    Preferred stock, par value $0.0001, 50,000,000 shares
    authorized; -0- issued and outstanding March 31, 2024 and December 31, 2023
    $ 0
    $ 0
    $ 0

    Common stock, par value $0.0001; 500,000,000 shares
    authorized; 251,830,516 issued and outstanding at March 31, 2024
    $ 25,183
    $ 0
    $ 25,183

      .

    Additional paid-in capital
    $ 72,496,356
    $ (38,237,629 )
    $ 34,258,727

    Accumulated deficit
    $ (120,096,191 )
    $ 107,912,847
    $ (12,183,344 )

    Total stockholders’ deficit
    $ (47,574,652 )
    $ 69,675,218
    $ 22,100,566

    TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
    $ 3,092,940
    $ 0
    $ 72,768,158

    NEXT
    BRIDGE HYDROCARBONS INC.

    CONSOLIDATED STATEMENTS OF OPERATIONS

    Unaudited

    For the

    Three Months Ended March 31, 2024

    Three Months Ended March 31, 2024

    As originally

    As

    Filed

    Restated

    July 31, 2024
    Adjustments
    March 31, 2024

    Oil and natural gas sales
    $ 3,567
    $ 0
    $ 3,567

    Operating expenses:

    Lease operating expenses
    $ 36,811
    $ 0
    $ 36,811

    Production taxes
    $ 257
    $ 0
    $ 257

    General and administrative
    $ 758,640
    $ 0
    $ 758,640

    Impairment loss
    $ 713,173
    $ (713,173 )
    $ 0

         Total operating expenses
    $ 1,508,881
    $ (713,173 )
    $ 795,708

    Other income (expense)

    Gain on sale of properties
    $ 618,501
    $ (618,501 )
    $ 0

    Administration income
    $ 10,000
    $ 0
    $ 10,000

         Total other income
    $ 628,501
    $ (618,501 )
    $ 10,000

    Loss before income taxes
    $ (876,813 )
    $ 94,672
    $ (782,141 )

    Provision for income taxes
    $ 0
    $ 0
    $ 0

    Net loss
    $ (876,813 )
    $ 94,672
    $ (782,141 )

    Loss per common share:

    Basic and Diluted
    ($ 0.00 )

    ($ 0.00 )

    Weighted average number of common shares outstanding:

    Basic and Diluted
      249,055,791

      249,055,791

    NEXT
    BRIDGE HYDROCARBONS INC.

    CONSOLIDATED STATEMENTS OF CASH FLOWS

    Unaudited

    For the

    Three Months Ended March 31, 2024

    Three Months Ended March 31, 2024

    As originally

    As

    Filed

    Restated

    July 31, 2024
    Adjustments
    March 31, 2024

    Cash Flows Used in Operating Activities

    Net loss
    $ (876,813 )
    $ 94,672
    $ (782,141 )

    Adjustments to reconcile net loss to net cash from operations:

    Gain on sale of property interests
    $ (618,501 )
    $ 618,501
    $ 0

    Accretion expense
    $ 5,903
    $ 0
    $ 5,903

    Expense related to stock based compensation
    $ 90,000
    $ 0
    $ 90,000

    Impairment loss
    $ 713,173
    $ (713,173 )
    $ 0

    Change in:

    Accounts receivable
    $ (35,613 )
    $ 0
    $ (35,613 )

    Prepayments - development costs
    $ (97,027 )
    $ 0
    $ (97,027 )

    Prepaid expenses
    $ (58,084 )
    $ 0
    $ (58,084 )

    Accounts payable and accrued expenses
    $ (2,436,608 )
    $ 0
    $ (2,436,608 )

    Net cash used in operating activities
    $ (3,313,570 )
    $ 0
    $ (3,313,570 )

    Cash Flows From in Investing Activities

    Investment in oil and natural gas properties
    $ (10,477 )
    $ 0
    $ (10,477 )

    Proceeds from sale of assets
    $ 1,141,142
    $ 0
    $ 1,141,142

    Net cash from investing activities
    $ 1,130,665
    $ 0
    $ 1,130,665

    Cash Flows From Financing Activities

    Proceeds from notes payable, related party
    $ 1,000,000
    $ 0
    $ 1,000,000

    Proceeds form promissory note
    $ 2,000,000
    $ 0
    $ 2,000,000

    Prepayments, working interest owners
    $ (311,281 )
    $ 0
    $ (311,281 )

    Net cash from financing activities
    $ 2,688,719
    $ 0
    $ 2,688,719

    Net increase in cash
    $ 505,814
    $ 0
    $ 505,814

    Cash  - beginning of period
    $ 1,668,847
    $ 0
    $ 1,668,847

    Cash - end of period
    $ 2,174,661
    $ 0
    $ 2,174,661

    Supplemental disclosure of cash flow information:

    Cash paid for interest
    $ 0
    $ 0
    $ 0

    Cash paid for income tax
    $ 0
    $ 0
    $ 0

    Supplemental disclosure of non-cash investing and financing activities:

    Common stock issued in property acquisition
    $ 450,000
    $ 793,565
    $ 1,243,565

    Capitalized Interest
    $ 702,697
    $ 0
    $ 702,697

    Addition to note payable to reimburse lease payments
    $ 278,054
    $ 0
    $ 278,054

    NEXT
    BRIDGE HYDROCARBONS INC.

    CONSOLIDATED BALANCE SHEETS

    As of June 30, 2024

    June 30, 2024

    As originally

    As

    Filed

    Restated

    August 14, 2024
    Adjustments
    June 30, 2024

    ASSETS

    Current assets:

    Cash
    $ 1,133,622

    $ 1,133,622

    Accounts receivable
    $ 176,679

    $ 176,679

    Prepayments - development costs
    $ 212,619

    $ 212,619

    Prepaid expenses
    $ 101,409

    $ 101,409

    Total current assets
    $ 1,624,329

    $ 1,624,329

    Oil and natural gas properties
    $ 217,791
    $ 70,420,003
    $ 70,637,794

    Other assets
    $ 105,179

    $ 105,179

    TOTAL ASSETS
    $ 1,947,299
    $ 70,420,003
    $ 72,367,302

    LIABILITIES AND STOCKHOLDERS’ DEFICIT

    Current liabilities:

    Accounts payable
    $ 298,377
    $ 0
    $ 298,377

    Accounts payable - related party
    $ 97,027
    $ 0
    $ 97,027

    Note payable - related party
    $ 42,499,082
    $ 0
    $ 42,499,082

    Note payable
    $ 2,000,000
    $ 0
    $ 2,000,000

    Accrued interest payable - related party
    $ 5,228,244
    $ 0
    $ 5,228,244

    Accrued interest payable
    $ 80,502
    $ 0
    $ 80,502

    Total current liabilities
    $ 50,203,232

    $ 50,203,232

    Asset retirement obligations
    $ 233,169
    $ 0
    $ 233,169

    Total liabilities
    $ 50,436,401
    $ 0
    $ 50,436,401

    Commitments and contingencies

    Stockholders’ deficit:

    Preferred stock, par value $0.0001, 50,000,000 shares authorized; -0- issued and outstanding June 30, 2024 and December 31, 2023
    $ 0
    $ 0
    $ 0

    Common stock, par value $0.0001; 500,000,000 shares authorized; 251,930,516 issued and outstanding at June 30, 2024
    $ 25,193
    $ 0
    $ 25,1