FORT WORTH, Texas, Aug. 3, 2023 /PRNewswire/ -- Next Bridge Hydrocarbons, Inc. ("NBH"), a private oil and gas exploration and production company with interests in Texas and Oklahoma, today provided the following answers to FAQs that have emanated from its July 26th S-1 Registration Statement and news release.
Q1. How do I participate in the non-transferable subscription rights offering for shares of common stock in the future subsidiary of NBH?
NBH filed a registration statement on Form S-1 (File No. 333-273442) (the "Registration Statement") with the Securities and Exchange Commission ("SEC") as of July 26, 2023 in order to register for issuance the right to subscribe for shares of common stock of a subsidiary of NBH to be formed in the future ("Newco") to the eligible shareholders of NBH. In order to be eligible to receive the subscription right, you must hold shares of common stock of NBH as the registered stockholder on the books and records of the transfer agent of NBH, American Stock Transfer & Trust Company LLC ("AST") by 5:00 p.m. CT on the record date (defined below). Each shareholder must also maintain direct registration with AST for a period of 180 days after the record date. Following the expiration of such period, the Company will distribute subscription rights to eligible shareholders on a one-for-one basis for each share that is held by such shareholder and directly registered with AST.
Q2. What does it mean to directly register my NBH shares with the transfer agent?
AST will register and record your ownership of shares of NBH stock in book-entry form. Book-entry means AST maintains your shares on your behalf without the need for physical share certificates. Shares held in book-entry form without certificates have the same rights and privileges as shares held in certificate form.
Q3. When is my deadline to become an eligible shareholder in order to receive the subscription right?
Once the Registration Statement is declared effective by the SEC, you will have sixty (60) days from the effective date to complete direct registration with AST (the "record date"). When the Registration Statement becomes effective, NBH will issue a press release notifying shareholders of the record date. AST will provide to NBH a shareholder list as of the record date reflecting each shareholder who has validly completed all procedures to directly register all shares beneficially held by such shareholder.
In order to be an eligible holder of NBH common stock to receive the subscription rights to acquire shares of Newco common stock, you cannot be (i) a bank, broker or other nominee that is determined by the Company in its sole discretion to be holding shares for other entities or individuals or (ii) a beneficial owner of NBH common stock that is being held by a bank, broker or other nominee.
Q4. What cost may be associated with becoming an eligible shareholder?
You may be required to pay certain transfer fees or expenses in connection with transfers to become the registered holder of your shares of NBH common stock on the books and records of NBH's transfer agent. For all instructions by any beneficial owner to transfer the shares of NBH common stock then held in "street name" through a broker, bank or other nominee, such bank, broker or nominee may impose a transfer or other transaction fee to be borne by the beneficial owner in accordance with such bank's, broker's or nominee's ordinary practices and policies. Further, AST may also impose certain ownership transfer fees on the brokers instructed to transfer shares of NBH common stock to beneficial owners on the books of the transfer agent based on fees published by and pursuant to certain contractual arrangements of AST to which such brokers are subject. You should contact your brokerage firm to determine its fees if you transfer your shares out of the brokerage account. None of the foregoing fees or charges will be borne or charged by NBH.
Q5. What is the process to transfer my shares of NBH common stock to be held directly in a new AST account in book-entry form.
Transfer of Uncertificated NBH Shares to Shareholders
If you hold your shares in "street name," your shares may be issued in book entry form in an account in the name of your broker, bank or nominee. If so, in order to directly register such shares and transfer the shares electronically from your broker's account to a new AST account in your name, please instruct your broker to submit a letter of instruction to AST indicating the number of shares to be transferred along with a stock power containing a medallion signature guarantee. A medallion signature guarantee is a special signature guarantee for the transfer of securities. It is a representation by the guarantor that the signature is genuine and the signer is an appropriate person with the legal capacity to sign. Your broker must also provide a Certificate of Incumbency or equivalent documentation indicating the signer of the stock power is an authorized person(s) for the broker. Upon receipt, AST will then credit such NBH shares to a new account in the beneficial owner's name. The shares will be issued and held electronically in book entry form in the shareholder's account.
Once the shares are credited to the shareholder's AST account, AST will send a statement to the owner by postal mail confirming that the shares have been moved.
Transfer of Physical Certificated NBH Shares at AST
If you hold your shares in "street name," your shares may be represented by a physical stock certificate. If so, in order to directly register such shares in your name, your broker will need to mail to AST the original stock certificate and a stock power containing a medallion signature guarantee with an instruction letter indicating the number of shares to be transferred to you as the registered shareholder. Upon receipt, AST will then transfer the shares to an account in your name as the registered owner in book-entry form.
Your broker may also instruct AST to return the physical stock certificate(s) to you and you will then be required to mail the physical stock certificate, a letter of instruction and a stock power containing a medallion signature guarantee to AST to deposit the shares represented by such certificate to a new AST account in your name as the direct registered shareholder. We recommend sending your certificate(s) either by registered or certified mail, return receipt requested and insured. It is not necessary to endorse your certificates. Since the method of delivery of all documents and certificates is at your risk, we strongly recommend that you insure your package for two percent (2%) of the current market value of the shares, which is the cost of a bond to have your certificates replaced if they are lost or stolen.
Once the shares are credited into the shareholder's AST account, AST will send a statement to the owner by postal mail confirming that the shares have been moved.
Q6. Can I get a physical stock certificate for my book-entry shares from AST?
We recommend that you maintain your shares in book-entry form to minimize the risk of such certificate being lost, stolen or destroyed; however, you may request a share certificate for all or a portion of your book-entry shares at any time. To request a certificate, you should contact AST. A certificate for your full shares will be mailed to you.
Q7. Will any of the subscription rights, NBH shares or shares of common stock of Newco issued upon exercise of the subscription rights be listed for quotation on the OTC market in connection with the rights offering?
None of the NBH common stock, subscription rights or Newco common stock is or will be traded on any securities exchange nor be eligible for electronic trading through DTC or any other established clearing corporation. There is no established public trading market for the shares of NBH common stock, the subscription rights being issued in this offering or the shares of Newco common stock, and NBH does not expect a market to develop for any of these securities.
Q8. Can I directly register my NBH common stock if held in retirement accounts (e.g., 401(k), IRA, etc.)?
If your shares are currently held in the name of a custodian for a retirement account and is expressly for your benefit as the beneficiary in AST's books and records, such shares may be eligible to receive the subscription right if all the other conditions of eligibility are met. To determine whether your shares are held in a retirement account that meets the foregoing eligibility description, please contact your custodian. If your shares are held in a consolidated brokerage account with other retirement account holders, you may be required to remove the NBH shares from the retirement account to be transferred to you individually and then directly registered in your name with AST. Anyone contemplating such a transfer should speak with their custodian and their tax advisor regarding the consequences of such an election.
Q9. Is the Registration Statement related to the NBH's previously filed registration statement on Form S-1 (File No. 333-269366) filed with the SEC on January 23, 2023 (the "Direct Offering Registration Statement")?
The Registration Statement and the proposed subscription rights offering described in the Registration Statement are separate and apart from NBH's Direct Offering Registration Statement filed in January 2023 and the proposed registered direct offering, which NBH may or may not pursue, described in NBH's Direct Offering Registration Statement.
As of August 1, 2023, NBH's Direct Offering Registration Statement has not been declared effective by the SEC nor has such filing been withdrawn by NBH.
Q10. How many shares of NBH common stock are authorized and outstanding?
NBH has 500,000,000 authorized shares of common stock, par value $0.0001 per share, and as of July 21, 2023, NBH had 248,830,516 shares of common stock issued and outstanding. No assumptions should be made about the possible number of shares of Newco that may ultimately be outstanding upon any future exercise of subscription rights.
About Next Bridge Hydrocarbons
Next Bridge Hydrocarbons, Inc. is an independent public reporting energy company engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties in the United States. Our primary focus has been the development of interests in an oil and gas project consisting of 134,000 contiguous gross acres we hold in the Orogrande Basin in West Texas in Hudspeth County, Texas. In addition, we have minor interests in the Eastern edge of the Midland Basin in Texas, and two minor well interests in Oklahoma. Please visit www.nextbridgehydrocarbons.com for more information.
These statements may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct. Information concerning the assumptions, uncertainties and risks that may affect the actual results can be found in the Company's filings with the SEC available on the Company's website or the SEC's website at www.sec.gov.
Next Bridge Transfer Agent:
American Stock Transfer & Trust Company, LLC
Shareholder Services Call Center
Hours: 8 a.m. – 8 p.m. ET (Monday - Friday)
Dennard Lascar Investor Relations
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SOURCE Next Bridge Hydrocarbons, Inc.