According to the Complaint, this is a federal securities class action on behalf all persons or entities that acquired shares of Next Bridge Hydrocarbons, Inc. ("NBH") in connection with the Company’s spin-off from Meta Materials, Inc. on or around December 14, 2022, and were damaged as a result thereof.

NBH dates back to an earlier company named Torchlight Energy Resources, Inc. Torchlight was an oil and gas company that operated primarily in the Orogrande Basin in West Texas.

In June 2021, Torchlight merged into a Canadian company named Metamaterial Technologies Inc. In connection with the merger, legacy Torchlight shareholders received shares of non-voting Meta Materials preferred stock. The Preferred Stock corresponded to the oil and gas assets that Metamaterial acquired from Torchlight during the merger. Holders of the Preferred Stock would be entitled to receive either proceeds from the sale of the oil and gas assets or, if the assets were not sold by a certain date, equity in a spin-off entity created to take ownership of the assets.

Meta Materials did not sell the legacy Torchlight oil and gas assets and, consequently, proceeded with spinning off the oil and gas assets into NBH. To effectuate the spinoff, on July 14, 2022, NBH filed a registration statement on Form S-1 with the SEC, followed by several amendments and a final prospectus. The Registration Statement became “effective” on November 18, 2022.

On December 14, 2022, Meta Materials completed the spin-off of the oil and gas assets to NBH and, as a result, holders of Meta Materials’ Preferred Stock received new shares in NBH pursuant to the Registration Statement.

The Complaint alleges that the Registration Statement contained untrue statements of a material fact and/or omitted to state material facts to make the statements therein not misleading, that the Registration Statement also violated specific disclosure provisions within Regulation S-K, and that consequently, Defendants violated Sections 11 and 15 of the Securities Act of 1933.

On August 3, 2024, the Court issued an Order appointing Lead Plaintiff and Counsel. On August 12, the Court issued an Order transferring the case to the Northern District of Texas. The case transferred in under Docket 24-CV-00767.

Lead Plaintiff filed an Amended Complaint on September 9, 2024. Defendants filed Motions to Dismiss the Amended Complaint on October 23. On July 3, 2025, the Court issued an Order granting Defendants' Motions to Dismiss and dismissed the case with prejudice.