Meta Materials Inc (MMAT)

[janice shell]

There still trying to block the share count, isn't that enough to open investigations.

What?? That makes no sense. Next Bridge has filed three S-1s since its creation as a spinoff of TRCH. The first one, which is NOT the one that was withdrawn the other day, registered the Next Bridge stock issued to the Series A Preferred stock in Meta Materials in late 2022. THAT S-1 was filed on 15 July 2022:

https://www.sec.gov/Archives/edgar/data/1936756/000119312522194228/d302576ds1.htm

Here are all the related documents:

https://www.sec.gov/Archives/edgar/data/1936756/000119312522194228/0001193125-22-194228-index.htm

165,523,363 shares of our Common Stock owned by Meta, which will be 100% of our Common Stock issued and outstanding immediately prior to the Distribution.

Each holder of Series A Preferred Stock will receive one share of our Common Stock for every one (1) share of Series A Preferred Stock held on the Record Date. The distribution agent will distribute only whole shares of our Common Stock in the Distribution. Shares of Common Stock that remain held by Meta following the Distribution, if any, shall be cancelled immediately after the Spin-Off.

https://www.sec.gov/Archives/edgar/data/1936756/000119312522194228/d302576ds1.htm

The S-1 received several comment letters from the SEC, which you can read at Edgar. In the fourth and final amendment, filed on 9 November, the 165,523,363 number had not changed. It was equal to the amount of Series A Preferred (MMTLP) stock issued by MMAT.

https://www.sec.gov/Archives/edgar/data/1936756/000119312522281275/d302576ds1a.htm

On 18 November 2022, the SEC deemed the S-1 effective. That meant the stock was registered, and could be distributed to the MMTLP holders as a spinoff. BUT it was made clear in the prospectus that the Next Bridge stock would not be publicly traded. This is the notice of effectiveness:

https://www.sec.gov/Archives/edgar/data/1936756/999999999522003344/xslEFFECTX01/primary_doc.xml

In the meanwhile, some MMAT/MMTLP shareholders were working up a story involving Shorty, dreaming that there were by then BILLIONS AND BILLIONS of MMTLP shares in the market, and so there ought to be a giant short squeeze, familiarly known as a "MOASS" since the early 2000s. FINRA made sure that didn't happen. It saw potential problems with trading and settlement, given that the MMTLP shares were set for cancellation just before the Next Bridge stock, which would not be tradable, was issued. There was nothing wrong with that.

And so 165,523,363 shares of Next Bridge were registered by 18 November 2022, and were distributed to MMTLP holders. Of course, anyone who'd sold his MMTLP stock before it was cancelled would not receive any Next Bridge shares.

BUT--and it seems to me this is something many don't understand--ONLY THE COMPANY can issue stock. There were never More than 165,523,363 shares of MMTLP, and, consequently, of Next Bridge.

The second S-1 was originally filed on 23 January 2023:

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000041/0001199835-23-000041-index.htm

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000041/nbh-s1.htm

Its purpose was to offer and sell 40,000,000 shares of Next Bridge stock to accredited investors. In the process, those shares would be registered and added to the shares outstanding:

Number of shares outstanding before the offering: 165,472,721 shares of common stock.

Number of shares outstanding after the offering if all the shares are sold: 205,472,721 shares of common stock.

So as you can see, when the second S-1 was filed, Next Bridge's shares outstanding had dropped by 50,642 shares. I have no idea why.

The third S-1 was filed with the Commission on July 26, 2023:

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000396/0001199835-23-000396-index.htm

Its purpose is to sell rights to purchase shares in a future Next Bridge spinoff called, for the purposes of the S-1, "Newco". Read the whole thing, if you're really interested. This is a summary:

NBH is distributing, at no charge, to eligible holders of shares of NBH common stock as of the close of business on , 2023, which date the Company may extend in its sole discretion (the "record date"), non-transferable subscription rights to acquire shares of Newco common stock. NBH will distribute to each eligible holder of its common stock that is registered with the Company’s transfer agent as of the record date and maintains such registration for a period of 180 days thereafter, which period may be shortened by the Company in its sole discretion (the “holding period”) one subscription right for each full common share owned by that stockholder and directly registered with the Company’s transfer agent as of the record date. Each subscription right will entitle the holder to acquire from NBH one share of Newco common stock.

As with the Next Bridge stock some MMAT share holders already own:

It is currently anticipated that the Newco common stock will not be listed for trading on any stock exchange or market nor will the shares of Newco common stock be eligible for electronic transfer through the Depository Trust Company (“DTC”) or any other established clearing corporation. Accordingly, there would not be any public trading market for the Newco common stock, nor is there any expectation at this time for a public market to develop.

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000396/nbh-forms_1.htm

In the first amendment to the third S-1, filed on 14 September 2023, the company clarifies the size of the offering:

Up to 248,830,516 Subscription Rights to Receive Shares of Common Stock of Future Subsidiary

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000480/nbh-forms_1.htm

On 30 October 2023, Next Bridge filed the second amendment to that S-1, the rights agreement:

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000532/0001199835-23-000532-index.htm

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000532/nbh-forms_1.htm

On 1 December, Next Bridge filed the third amendment to the rights agreement:

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000590/0001199835-23-000590-index.htm

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000590/nbh-forms_1.htm

On 22 December, Next Bridge filed the first amendment to its earlier S-1, the one for the proposed sale of 40 million shares of stock to accredited investors:

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000590/nbh-forms_1.htm

https://www.sec.gov/Archives/edgar/data/1936756/000119983523000625/nbh-forms_1a.htm

On 25 January, 2024, Next Bridge filed the second amendment to the offering of 40 million shares: But on the page showing the list of documents, the company mistakenly calls it the first amendment, not the second.

https://www.sec.gov/Archives/edgar/data/1936756/000119983524000050/0001199835-24-000050-index.htm

On the page with the principal document for the S-1, it's correctly called the second amendment:

https://www.sec.gov/Archives/edgar/data/1936756/000119983524000050/nbh-forms_1a.htm

And then on 6 February, it filed the third amendment to the S-1 for the offering of 40 million shares:

https://www.sec.gov/Archives/edgar/data/1936756/000119983524000066/0001199835-24-000066-index.htm

https://www.sec.gov/Archives/edgar/data/1936756/000119983524000066/nbh-forms_1a.htm

Finally, on 8 February 2024, Next Bridge asked the SEC to withdraw one of the S-1s. It said:

Next Bridge Hydrocarbons, Inc. (the “Registrant”) filed the above-referenced registration statement on Form S-1 (the “Registration Statement”); the latest amendment was filed on December 1, 2023. Pursuant to Rule 477 under the Securities Act of 1933, as amended (“Securities Act”), the Registrant hereby requests that the Registration Statement, together with its amendments and exhibits, be withdrawn at your earliest convenience.

https://www.sec.gov/Archives/edgar/data/1936756/000119983524000072/form_rw.htm

The registration statement amended on 1 December was the rights agreement, not the offering of 40 million shares. The rights agreement has to do with a NEW subsidiary of the company, not anything connected to the 40 million share offering.

And in fact McCabe made that perfectly clear in his press release:

As to the Company’s S-1 registration statement regarding the subscription rights to receive common stock in a future subsidiary, Greg McCabe, Next Bridge’s chairman and CEO, commented, “The SEC has requested that we withdraw our registration statement at this time and file a new registration statement in the future following formation of the subsidiary and the completion of full audited financials of such subsidiary. Next Bridge has made the necessary filings to commence the requested withdrawal and is considering if Next Bridge will refile a new registration statement with the SEC’s requirements.

https://assets-global.website-files.com/6169e69d0075ec7c66221a8b/65c4fc6719f5a246d32e6059_NBH%20-%20Press%20Release%20(Withdrawal)%20Exhibit%2099.1%20vF%202-8-24.pdf

And nothing at ALL to do with MMTLP. Neither Next Bridge nor Meta has objected to what happened when the MMTLP Series A preferred spinoff was distributed, or when the 165 million Next Bridge shares were distributed.

Apparently the SEC objects to something about the rights agreement. I am not gonna take the time to read all this stuff to try to find out what that is.

It isn't clear to me why there's been a delay with the effectiveness of the 40 million share offering, but perhaps that will happen soon.

Hope this is clear. I'd pull it together in a different way, but it's Friday night.