Next Bridge Restates 2023 10-K, Reverses Asset Impairment Post-SEC Review

TL;DR

**Next Bridge's 10-K/A is a major accounting cleanup, reversing a full asset impairment and re-establishing historical asset values, which could significantly improve its balance sheet outlook.**

AI Summary

Next Bridge Hydrocarbons, Inc. filed a Form 10-K/A on September 16, 2025, to amend and restate its Annual Report for the fiscal year ended December 31, 2023. The restatement primarily reverses a 100% impairment of oil and natural gas assets recorded for 2023 and 2022, and rescinds business combination accounting for assets received in the December 14, 2022 Spin-Off from Meta Materials, Inc. This adjustment returns the basis of oil and natural gas properties to their cumulative historical basis prior to the Spin-Off, which the SEC staff prompted due to the Spin-Off lacking economic substance. The company, focused on oil and natural gas exploration in the Orogrande Basin, Hazel Project, and Oklahoma Properties, reported 264,387,563 shares of common stock outstanding as of September 15, 2025. The filing also includes restated comparative numbers for the year ended December 31, 2022, and disclosures detailing the impact on subsequent filing periods through December 31, 2023. Next Bridge Hydrocarbons operates through five wholly-owned subsidiaries and had two full-time employees as of the filing date, down from five on December 31, 2023.

Why It Matters

This restatement is critical for investors as it significantly alters Next Bridge Hydrocarbons' financial picture by reversing a 100% asset impairment and adjusting the valuation of its core oil and natural gas properties. The SEC's intervention highlights past accounting errors related to the Meta Materials Spin-Off, raising questions about the company's initial financial reporting accuracy and internal controls. For employees and customers, the impact is less direct, but a more stable financial foundation could support future operational stability. In the broader market, this correction provides a clearer, albeit delayed, view of the company's asset base, potentially influencing competitive dynamics in the West Texas oil and gas exploration sector.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant accounting errors requiring a restatement, specifically the reversal of a 100% impairment and the rescission of business combination accounting for the Spin-Off assets. This indicates past weaknesses in financial reporting and internal controls, as evidenced by the SEC staff's comments prompting the review. While the restatement corrects these issues, the history of such errors suggests a need for continued vigilance regarding the company's financial integrity.

Analyst Insight

Investors should carefully review the restated financial statements to understand the revised asset valuations and their impact on Next Bridge's financial health. Given the past accounting errors, investors should scrutinize future filings for consistency and clarity, and consider the implications for management's oversight and internal controls.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• 264,387,563 — Common stock shares outstanding (As of September 15, 2025)
• 100% — Impairment reversal (Reversal of previously recorded impairment on oil and natural gas assets for 2023 and 2022)
• 2023-12-31 — Fiscal year end (The fiscal year for which the original 10-K was filed and is now being amended)
• 2022-12-14 — Spin-Off date (Date of Spin-Off from Meta Materials, Inc.)
• 2 — Current full-time employees (Down from five employees as of December 31, 2023)

Key Players & Entities

• Next Bridge Hydrocarbons, Inc. (company) — Registrant filing the 10-K/A
• Meta Materials, Inc. (company) — Former parent company from which Next Bridge spun off
• U.S. Securities and Exchange Commission (regulator) — Regulatory body that prompted the review and restatement
• M&K CPAS, PLLC (company) — Company's independent registered public accounting firm
• Orogrande Project (company) — Primary oil and natural gas project in Hudspeth County, Texas
• Hazel Project (company) — Minor oil and natural gas project in Midland Basin, Texas
• Kodiak Oil & Gas Exploration Inc. (company) — Partner in Oklahoma Properties
• Torchlight Hazel, LLC (company) — Wholly owned subsidiary
• Hudspeth Oil Corporation (company) — Wholly owned subsidiary
• Wolfbone Investments LLC (company) — Wholly owned subsidiary

FAQ

Risk Factors

• Dependence on Key Personnel [medium — operational]: The company has a very small team, with only two full-time employees as of September 16, 2025, down from five at the end of 2023. This limited workforce could pose a risk to operational continuity and the ability to manage complex projects, especially given the company's stated mission to increase production and cash flow.
• SEC Scrutiny on Spin-Off [high — regulatory]: The SEC prompted the restatement due to the December 14, 2022 Spin-Off from Meta Materials, Inc. lacking economic substance. This indicates a heightened level of regulatory oversight and potential for future scrutiny regarding the company's corporate structure and transactions.
• Asset Impairment and Restatement [medium — financial]: The company restated its 2023 and 2022 financials to reverse a 100% impairment of oil and natural gas assets. This significant adjustment suggests potential volatility in asset valuation and the need for careful financial reporting and analysis by investors.
• Focus on Exploration and Development [medium — operational]: The company's strategy centers on maximizing value from producing assets and progressing discovered resources into reserves, production, and cash flow. This involves significant investment in appraisal, development, and exploitation, which carries inherent exploration and operational risks.

Industry Context

Next Bridge Hydrocarbons operates in the oil and natural gas exploration sector, focusing on projects in the Orogrande Basin, Hazel Project, and Oklahoma. This industry is characterized by significant capital requirements, price volatility, and regulatory oversight. The company's strategy involves maximizing value from producing assets and developing discovered resources, a common approach in the sector.

Regulatory Implications

The SEC's intervention regarding the lack of economic substance in the Meta Materials spin-off highlights potential regulatory risks. Investors should be aware of the company's history of accounting adjustments and the possibility of continued scrutiny from regulatory bodies.

What Investors Should Do

1. Review the restated financial statements carefully.
2. Assess the impact of the SEC's concerns on future transactions.
3. Evaluate the operational strategy and resource development plans.
4. Monitor the company's limited employee base.

Key Dates

• 2022-12-14: Spin-Off from Meta Materials, Inc. — This transaction is central to the current restatement, as the SEC questioned its economic substance, leading to accounting adjustments.
• 2023-12-31: Fiscal Year End — The financial year for which the original 10-K was filed and is now being amended, with significant restatements impacting reported figures.
• 2025-09-16: Filing of Form 10-K/A — This amended filing provides updated financial information and restatements, crucial for understanding the company's current financial position and historical performance.
• 2025-09-15: Common Stock Shares Outstanding Record Date — Establishes the number of outstanding shares (264,387,563) as of this date, important for per-share calculations and ownership analysis.

Glossary

Spin-Off

A corporate action where a company divides a business unit or subsidiary into a separate, independent company. Shareholders of the parent company typically receive shares in the new entity. (The spin-off from Meta Materials is a key event that led to the restatement of Next Bridge Hydrocarbons' financial statements due to SEC concerns about its economic substance.)

Impairment

A reduction in the carrying value of an asset on a company's balance sheet when its market value or recoverable amount falls below its book value. (Next Bridge Hydrocarbons reversed a 100% impairment on its oil and natural gas assets, significantly impacting its reported financial condition for 2023 and 2022.)

Proved Reserves

Estimates of quantities of crude oil, natural gas, and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. (The company's strategy includes progressing discovered resources into proved reserves, which is a key metric for oil and gas companies indicating future production potential and value.)

10-K/A

An amended annual report filed with the SEC. It is used to correct or supplement information previously filed in a company's annual report (Form 10-K). (This filing is critical as it contains the restated financial information and disclosures that revise the company's previously reported annual results.)

Year-Over-Year Comparison

This amended filing (10-K/A) represents a significant departure from the original 10-K for the fiscal year ended December 31, 2023. The primary change is the reversal of a 100% impairment on oil and natural gas assets for 2023 and 2022, and the rescission of business combination accounting related to the 2022 spin-off. This restatement fundamentally alters the reported asset values and financial performance compared to what was initially presented, driven by SEC staff prompting due to the spin-off lacking economic substance.

Key Financial Figures

• $0.0001 — mber 15, 2025 Common stock, par value $0.0001 per share 264,387,563 DOCUMENTS INCO

Filing Documents

• nbh-10kaixbrl.htm (10-K/A) — 2292KB
• nbh-ex31_1.htm (EX-31.1) — 10KB
• nbh-ex31_2.htm (EX-31.2) — 10KB
• nbh-ex32_1.htm (EX-32.1) — 4KB
• nbh-ex32_2.htm (EX-32.2) — 4KB
• ne002_v1.jpg (GRAPHIC) — 11KB
• 0001199835-25-000320.txt ( ) — 11970KB
• nbh-20231231.xsd (EX-101.SCH) — 44KB
• nbh-20231231_cal.xml (EX-101.CAL) — 50KB
• nbh-20231231_def.xml (EX-101.DEF) — 286KB
• nbh-20231231_lab.xml (EX-101.LAB) — 220KB
• nbh-20231231_pre.xml (EX-101.PRE) — 392KB
• nbh-10kaixbrl_htm.xml (XML) — 2641KB

Business

Business 4 Item 2.

Properties

Properties 4 PART II Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operations

Managements Discussion and Analysis of Financial Condition and Results of Operations 16 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 26 Item 9A Controls and Procedures 28 PART III Item 14. Principal Accounting Fees and Services 30 PART IV Item 15. Exhibits and Financial Statement Schedules 31

Signatures

Signatures 32 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The information contained in this 10-K/A includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These

forward-looking statements are identified by their use of terms such as can, could, continuing,

forward-looking statements are identified by their use of terms such as can, could, continuing, may, will, expect, anticipate, aim, estimate, intend, ongoing, plan, predict, potential, project, should, seeks, believe, likely to and similar words, phrases or expressions. All statements, other than statements of historical facts, included in this report, are forward-looking statements, including statements mentioned under Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations, regarding: amount and timing of future production of oil and natural gas; amount, nature and timing of capital expenditures; the number of anticipated wells to be drilled after the date hereof; the availability of exploration and development opportunities; our financial or operating results; our cash flow and anticipated liquidity; operating costs including lease operating expenses, administrative costs and other expenses; finding and development costs; our business strategy; and other plans and objectives for future operations. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason. They can be affected by a number of factors, including, among others: the risks described in Risk Factors and elsewhere in this report; the volatility of prices and supply of, and demand for, oil and natural gas; the timing and success of our drilling activities; the numerous uncertainties inherent in estimating quantities of oil and natural gas reserves and actual future production rates and associated costs; our ability to successfully identify, execute or effectively integrate future acquisitions; the usual hazards associated with the oil and natural gas industry, including fires, well blowouts, pipe failure, spills, explosions and other unforeseen hazards; our ability to effectively market our oil and natural gas; the availability of rigs, equipme

Business

Business Strategy Our mission is to safely increase production and cash flow from our oil and natural gas properties which we believe are rich in opportunities through a disciplined allocation of capital and operational management for the benefit of our shareholders. Our business strategy is designed to accomplish this mission by focusing on two key objectives: (1) maximize the value of our producing assets; and (2) progress our discovered resources into proved reserves, production, and cash flow through efficient appraisal, development and exploitation. We believe there are three principal business processes that we must follow to enable our operations to be profitable. Each major business process offers the opportunity for a distinct partner or alliance as we grow. These processes are: Investment Evaluation and Review; Operations and Field Activities; and Administrative and Finance Management. Investment Evaluation and Review. We believe this process is the key ingredient to our success. Recognition of quality investment opportunities is the fuel that drives our engine. Broadly, this process includes the following activities: prospect acquisition, regional and local geological and geophysical evaluations, data processing, economic analysis, lease acquisition and negotiations, permitting, and field supervision. We expect these evaluation processes to be managed by our management team. Expert or specific technical support will be outsourced as needed. Operations and Field Activities. This process begins following management approval of an investment. Well site supervision, construction, drilling, logging, product marketing, and transportation are examples of some activities. We will prefer to be the operator where possible. Administrative and Finance Management. This process coordinates our initial structuring and capitalization, general operations and accounting, reporting, audit, banking and cash management, regulatory agencies reporting and interact

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View this 10-K/A filing on SEC EDGAR