NAKEDSHORTSTOP™ SPECIAL REPORT

MMTLP
The Last Two Trading Days
December 9, 2022.

A little-known OTC security called MMTLP stopped trading without warning.

The halt came just days before the security was scheduled to disappear forever, converting into shares of the private company Next Bridge Hydrocarbons. Thousands of investors believed they still had two trading days remaining. They never got them.

What followed was years of controversy, congressional inquiries, Freedom of Information disputes, lawsuits, sworn declarations, and an expanding body of evidence that continues to raise difficult questions about one of the most unusual trading halts in modern market history.

Was the halt simply an extraordinary regulatory response to an extraordinary market event? Or did it interrupt the normal settlement process before critical questions about outstanding positions could be answered?

Nearly three years later, many of those questions remain unresolved.

This report examines the evidence.

Report at a Glance

Status: Version 1.0 — Living Report
Evidence Files: 11
Central Event: FINRA U3 Trading Halt
Key Issue: Final two trading days and share reconciliation
Primary Question: Where is the reconciled share count?

The following primary source documents form the evidentiary foundation of this report. Each document is examined independently under The Veritas Standard to distinguish established facts, regulatory statements, judicial findings, allegations, and unresolved questions.

Last updated: July 2026

The Questions That Remain

This report seeks to address the following questions based upon publicly available information:

• Why was a FINRA U3 Extraordinary Event Trading Halt imposed on December 8, 2022?
• What public information explains the timing and scope of the trading halt?
• Can the publicly available records reconcile the number of issued shares, beneficial ownership, and settlement obligations?
• Which relevant records are publicly available, and which remain unavailable?
• Would additional transparency improve public confidence in the outcome?

Transparency Assessment

The following assessment summarizes the availability and completeness of publicly accessible information reviewed for this report. It is intended to identify where transparency exists, where it is limited, and where significant questions remain.

Category	Transparency Status
FINRA Trading Halt Notice	Available
SEC Filings	Available
Company Disclosures	Available
Court Records	Available
Trading Data	Partial
Share Count Reconciliation	Not Publicly Verified
Beneficial Ownership Transparency	Not Publicly Verified
Settlement Transparency	Not Publicly Verified

Background

The events surrounding MMTLP did not begin with the December 2022 trading halt.

They began several years earlier with a corporate merger involving Torchlight Energy Resources and Meta Materials Inc. As part of that transaction, Torchlight shareholders received preferred shares representing potential future value tied to Torchlight’s oil and gas assets.

Those preferred shares were never intended to become a widely traded public security. Yet over time they began trading over-the-counter under the symbol MMTLP, creating a market that neither company had originally anticipated.

In 2022, Meta Materials announced that the remaining oil and gas assets would be spun out into a new private company, Next Bridge Hydrocarbons. Existing MMTLP shareholders would receive shares of the private company, ending public trading in MMTLP.

Ordinarily, that would have marked the conclusion of an unusual corporate action.

Instead, the final days of trading became the beginning of a controversy that continues today.

An Unexpected Market

One of the central questions surrounding MMTLP is how public trading in the security began. Some investors believed a Form 211 must have been filed with FINRA to initiate quotations. FINRA has since stated publicly that it did not receive a Form 211 relating to MMTLP.

Instead, FINRA states that broker-dealers relied upon an exception contained in SEC Rule 15c2-11 that permits quotations for unsolicited customer orders rather than submitting a Form 211.

Although this explains FINRA’s regulatory position, it leaves several questions unresolved, including:

• Which broker-dealers first relied on the unsolicited quotation exception?
• What documentation supported that decision?
• How did quotations become sufficiently established for broader OTC market activity?
• What communications, if any, occurred among FINRA, broker-dealers, and market participants regarding the commencement of trading?

These questions remain important because they relate directly to the origin and regulatory history of MMTLP.

Chronology

Date	Event
June 28, 2021	Meta Materials Inc. completes its merger with Torchlight Energy Resources.
October 2021	MMTLP begins trading on the OTC market.
November 2022	Meta Materials announces the distribution of Next Bridge Hydrocarbons shares.
December 6, 2022	Final trading guidance issued ahead of the corporate action.
December 6, 2022	FINRA issues a U3 Extraordinary Event Trading Halt.
December 9, 2022	MMTLP remains halted; investors are unable to trade.
December 14, 2022	Distribution of Next Bridge Hydrocarbons shares is completed.

Evidence Files

The following documents form the primary evidentiary record reviewed in this report. Wherever possible, readers are encouraged to examine the original source material before considering NakedShortStop’s analysis and conclusions.

PSD-001 – FINRA U3 Extraordinary Event Trading Halt

Source

Financial Industry Regulatory Authority (FINRA)

Date Issued: December 8, 2022

Primary Source Document Excerpt:

Attn: Trading and Market Making/Legal and Compliance/Operations/Systems UNIFORM PRACTICE ADVISORY (UPC # 35-22) 12/09/2022 Trading and Quotation Halt for META MATERIALS PFD SER A (MMTLP) Effective Friday, December 09, 2022, the Financial Industry Regulatory Authority, Inc. (“FINRA”) halted trading and quoting in the Series A preferred shares of Meta Materials Inc. (OTC Symbol: MMTLP). Pursuant to Rule 6440(a)(3), FINRA has determined that an extraordinary event has occurred or is ongoing that has caused or has the potential to cause significant uncertainty in the settlement and clearance process for shares in MMTLP and that, therefore, halting trading and quoting in MMTLP is necessary to protect investors and the public interest. The trading and quoting halt will end concurrent with the deletion of the symbol effective Tuesday, December 13, 2022. See updated FINRA Daily List announcement of December 8, 2022, regarding MMTLP; available here: https://otce.finra.org/otce/dailyList. See also Form S1 Registration Statement for Next Bridge Hydrocarbons, Inc. stating that “…immediately after the Spin-Off, all shares of Series A Non-Voting Preferred Stock of Meta shall be cancelled.” Available here: https://www.sec.gov/Archives/edgar/data/1936756/000119312522281275/d302576ds1a.ht m. Questions regarding this notice can be directed to: FINRA Market Operations at (866) 776-0800, Option 2.

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Document Summary

On December 8, 2022, FINRA imposed an Extraordinary Event (U3) Trading Halt on Meta Materials Preferred Shares (MMTLP), citing concerns related to the pending corporate action involving the distribution of Next Bridge Hydrocarbons shares.

The halt became effective immediately and prevented further public trading in MMTLP before the anticipated completion of the corporate action.

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Why This Document Matters

The FINRA U3 Trading Halt is the central event examined in this report.

Understanding FINRA’s stated rationale, the timing of the halt, and the regulatory framework surrounding the decision is essential to evaluating subsequent questions regarding settlement, shareholder expectations, and market transparency.

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Evidence Assessment

The document establishes that FINRA exercised its authority to halt trading under Rule 6440. However, by itself, the notice does not fully explain the basis for the timing of the halt, nor does it resolve questions concerning share reconciliation, settlement obligations, or beneficial ownership records. Those questions require examination of additional documents and publicly available evidence.

The Report Continues

Future chapters will expand this Special Report as additional primary source documents, court filings, regulatory responses, and independently verified evidence become available. New chapters and Evidence Files will be added as they are completed.

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Follow the Evidence. Transparency Follows.

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