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The MMTLP Fiasco: A Story of Shareholders, Regulation, and the Unforeseen Market Journey

Days Since MMTLP Was U3 HALTED!

Welcome to an exhaustive expose of the $MMTLP Fiasco 

(Meta Materials Preferred Shares)


This tale stretches beyond a single stock story, unfolding layers of financial market complexities, regulatory maneuvers, and the resolute journey of shareholders seeking fairness and clarity.


Our exploration here aims to demystify the twists and turns of this financial odyssey, making it comprehensive and digestible for all. 

Why This Matters to You


Main Street to Wall Street: How Regulatory Failures Impact Retail Investors

The story of MMTLP isn’t just about one stock; it’s a saga with far-reaching consequences for everyone involved in the financial markets. This includes not just active stock investors but also Americans relying on 401(k)s and retirement plans for future security. 


The twists and turns of the MMTLP narrative reveal critical issues in our financial systems – it’s about ensuring that the markets are fair and transparent for all, not just a select few. 


This story is a powerful reminder that the market’s integrity impacts us all, from day traders to retirees planning for a comfortable future.  

It’s a call to action for clear, effective oversight and a fair financial playground where everyone’s investment is respected and protected.

Prologue: The Inception of MMTLP


In June 2021, Torchlight Energy Resources (TRCH) and Meta Materials Inc. (MMAT) completed a reverse merger, giving birth to Series A Preferred shares representing significant oil and gas interests in Texas’ Permian Basin. 


This merger marked the beginning of a complex journey that would challenge the norms of financial market operations and regulatory oversight.

Chapter 1: The Unsanctioned Trading Debacle


On October 7, 2021, MMTLP shares, representing these preferred shares, were unexpectedly made tradable on the OTC market without Meta Materials’ authorization.


Evidence suggests that at least one market maker submitted falsified documents to FINRA, bypassing security regulations and initiating MMTLP trading. Given the close relationship between the market maker and FINRA, this conflict of interest casts a shadow over the fairness of market operations.


The identity of the party responsible for making these shares tradable remains shrouded in mystery, a central point of contention and inquiry.


MMTLP’s unexpected trading raised immediate questions about the broker-dealer’s role in facilitating this event.

Chapter 2: The Tumultuous Timeline and Regulatory Intricacies


As MMTLP shares transitioned from Torchlight Energy Resources to Meta Materials, the path forward seemed clear following the SEC’s approval of MMAT’s S1 filing. Yet, in a landscape rife with regulatory complexities, the trajectory took an unexpected turn.

Crucially, days before the infamous U3 Halt, Jeff Mendl, VP of OTC Markets, stated on December 7, 2022, that MMTLP shares would continue trading until the close of the market on December 12, 2022. 

This assurance was broadcasted in a significant interview, setting a clear expectation for investors and market participants. However, in a startling pivot, FINRA implemented an abrupt U3 Halt under Rule 6440(a)(3) for extraordinary events on December 9, 2022. This abrupt cessation of trading contradicted Mendl’s public statement.

The halt, typically enacted in exceptional circumstances, raised eyebrows across the financial landscape. Adding to the complexity, MMTLP had been listed on the OTC threshold list for 41 days, an extended period that, under normal circumstances, would have prompted regulatory scrutiny and action.

This extended listing on the threshold list without apparent enforcement of key regulatory standards, including Rule 203(b) of Regulation SHO and FINRA Rule 4320, added layers of concern to an already intricate situation.

This chapter delves into the stark discrepancy between the public communications from the VP of OTC Markets and the subsequent actions taken by FINRA. Such inconsistency not only raised serious questions about the enforcement of regulatory standards but also cast doubts on the effectiveness and impartiality of the regulatory framework charged with maintaining market integrity. 

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Pursuant to Rule 203(b)(3) of Regulation SHO and FINRA Rule 4320, a participant of a registered clearing agency (i.e., a clearing firm), that has a fail to deliver position at a registered clearing agency (i.e., National Securities Clearing Corporation) in a Threshold Security for 13 consecutive settlement days must immediately close out that fail to deliver position by purchasing shares of like kind and quantity.

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In this Fox Business Network interview, former Torchlight Energy CEO John A Brda sheds light on the MMTLP saga, discussing unauthorized trading activities, market manipulation, and the challenges small-cap companies face in the face of predatory short-selling practices.

Chapter 3: The Regulatory Paradox and Investor Uncertainty


FINRA’s unexpected halt of MMTLP trading created a regulatory paradox, leaving shareholders in limbo. With the impending transformation into Next Bridge Hydrocarbons, investors faced uncertainty about the future of their holdings, prompting questions about the alignment of regulatory actions with investor protection principles.

Chapter 4: The Discrepancy of Shares


The MMTLP affair brought to light a concerning share count discrepancy. Next Bridge Hydrocarbons issued a press release stating that 165,472,241 shares of common stock were distributed proportionally to MMTLP holders — a figure that is now questioned in the face of potential naked short selling and the issuance of counterfeit shares. 


This revelation demands a market reconciliation, calling into question the enforcement of regulatory standards and the true extent of MMTLP’s share count. 

Chapter 5: A Grassroots Movement and Congressional Attention


A dedicated grassroots movement succeeded in drawing Congressional attention to the MMTLP fiasco. This chapter chronicles the relentless efforts of investors and their subsequent impact, culminating in bipartisan Congressional letters that demand transparency and corrective action from regulatory bodies like FINRA and the SEC by urging the disclosure of their findings. 


Highlighting the scale of community activism and dedication.

50,198 letters validated by constituents' home addresses

250,000 emails advocating for action and transparency

100,000 phone calls to elected officials

200 in-person meetings with Congressional members

150 Zoom meetings with Congress

1086 physical packets mailed to Congress

Chapter 6: The Media's Role and the Demand for Investigative Reporting


The MMTLP saga, marked by its complexity and far-reaching implications, surprisingly received limited attention from major media outlets. In response, the MMTLP community proactively raised awareness, utilizing social media platforms like Twitter to trend hashtags and engage with influencers. This chapter emphasizes the crucial role of investigative journalism in bringing light to obscured truths and holding those in power accountable.

Chapter 7: Unveiling the Truth Through FOIA Discoveries


Significant revelations emerged through a Freedom of Information Act (FOIA) request, uncovering communications that shed light on FINRA’s prior awareness and understanding of MMTLP’s market challenges well before the trading halt. These communications indicate that the regulatory body had prior knowledge of the complications arising from MMTLP’s tradability and the associated risks.

Chapter 8: Unprecedented Bipartisan Congressional Inquiry on MMTLP


In an extraordinary development, 74 members of Congress, led by Representative Ralph Norman, have joined forces to address the perplexing situation surrounding Meta Materials Series A preferred shares (MMTLP). This bipartisan initiative, marked by a detailed letter to SEC Chair Gary Gensler and FINRA President & CEO Robert W. Cook, signifies a critical escalation in seeking clarity and accountability in the MMTLP debacle.


Key Points of the Congressional Letter:

Comprehensive Inquiry: The letter demands a thorough review of MMTLP’s trading history, the regulatory decisions made during its trading period, and the spin-off transaction producing Next Bridge Hydrocarbon shares.

Demand for Transparency: The lawmakers call for detailed explanations on the trading authorization of MMTLP shares and the legal grounds for the U3 trading halt imposed by FINRA.

Seeking Regulatory Accountability: The letter presses for unredacted communications and documents relating to the trading halt, questioning FINRA and SEC’s decision-making process and their awareness of MMTLP’s market conditions.

Request for Share Count Audit: A crucial request is made for a certified audit of the consolidated count of MMTLP shares, emphasizing the need to clarify shareholding discrepancies and potential market manipulations.

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In this 'Making Money' interview on Fox Business Network, Representative Ralph Norman discusses his letter to the SEC and FINRA regarding Meta Materials stock, highlighting the regulatory inconsistencies and lack of transparency surrounding the MMTLP trading halt, and advocating for the rights of small investors.

Chapter 9: Congressional Focus - Ralph Norman's Interview with Charles Payne on Fox Business


In a pivotal media interview on Fox Business Network, Representative Ralph Norman of South Carolina’s 5th Congressional District emphasized the critical nature of the MMTLP issue. His office, in collaboration with shareholders, has been instrumental in driving a bipartisan congressional effort to seek concrete answers from the SEC and FINRA. 

This significant dialogue with Charles Payne underscored the escalating concerns among legislators about the regulatory handling of MMTLP, spotlighting the need for transparency and accountability in this complex financial matter.

Chapter 10: High-Profile Regulatory and Media Engagement on MMTLP


The MMTLP issue, while receiving limited mainstream media coverage, has nonetheless demonstrated its significance beyond retail investors through high-profile regulatory engagements and the coverage of a few media outliers. This chapter highlights key video clips from significant discussions, including congressional hearings and interviews with select media figures who have courageously addressed the MMTLP saga.

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Senator Crapo's inquiry with Chairman Gensler highlights the need for detailed answers about the SEC's investigation into the MMTLP trading halt.

1. Senate Banking Committee Hearing with SEC Chairman Gary Gensler

 Date: September 12, 2023

In a Senate Banking Committee hearing, Senator Mike Crapo from Idaho questions SEC Chairman Gary Gensler about the MMTLP trading halt. This critical exchange emphasizes congressional concerns regarding the SEC’s response to the MMTLP situation and the demand for transparent regulatory actions.

2. U.S. House Committee on Financial Services Hearing with SEC Chairman Gary Gensler

Date: Wednesday, September 27, 2023

In this crucial hearing, Representative Ralph Norman engaged SEC Chairman Gary Gensler in a discussion about Meta Materials (MMTLP) and its transition to NextBridge Hydrocarbons. This interaction highlights the pressing need for clarity on MMTLP’s regulatory and financial status.

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Watch as Representative Norman questions Chairman Gensler on the aggregate share count of MMTLP and the SEC's knowledge of the matter.

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John Tabacco articulates concerns about the SEC's focus areas and advocates for a regulatory approach that prioritizes investor interests, especially in the context of the MMTLP saga.

3. NEWSMAX's "Sunday Report" – Focus on Retail Investment and Regulatory Oversight

Date: December 31st, 2023

In this segment, NEWSMAX host John Tabacco, along with financial experts, delves into broader economic and regulatory issues, shedding light on the MMTLP situation. The discussion emphasizes the critical role of regulatory bodies in prioritizing investor protection.

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Chapter 11: Navigating the MMTLP Maze: A Video Documentary


The MMTLP saga, marked by complex financial maneuvers and questionable actions within the equity markets, is compellingly presented in a video crafted by a group within the shareholder community. This insightful video distills a year’s worth of events into a straightforward, accessible visual narrative, offering a viewable guide through the twists and turns of this financial conundrum.

The Full Story: An Expansive Chronicle of MMTLP


This landing page serves as a detailed chronicle, including a meticulous timeline of events from the inception of MMTLP to the latest developments. It is a resource for shareholders, financial analysts, and the broader community interested in understanding the full scope of the MMTLP narrative.

Epilogue: A Call for Continued Diligence and Resolution


As the MMTLP story continues to unfold, we stand at a juncture that could reshape market practices and restore investor rights. We call upon all stakeholders to engage with this living document that tells the full MMTLP story. 


This tale weaves through regulatory mishaps, shareholder perseverance, and the quest for a fair resolution.

Key Milestones in the MMTLP Timeline:

  • 12/14/20: Torchlight Energy Resources & Meta Material Sign MOU for Merger
  • 6/28/21: Completion of the Merger between Torchlight Energy Resources & Meta Material; MMTLP Created
  • 10/2021: MMTLP Unexpectedly Made Tradable on the OTC Market
  • 7/15/22: MMAT Files Initial S1 for Next Bridge Hydrocarbons Spinout as a Private Company
  • 9/06/22: MMAT Files First Amendment S1/A-1
  • 10/05/22: MMAT Files Second Amendment S1/A-2
  • 10/21/22: MMAT Files Third Amendment S1/A-3
  • 11/09/22: MMAT Files Fourth Amendment S1/A-4
  • 11/18/22: S1 Registration Statement Becomes Effective
  • 12/9/22: FINRA Implements U3 Halt on MMTLP Trading
  • 12/12/22: Record Date for Spinout of MMTLP into Next Bridge Hydrocarbons
  • 12/14/22: Distribution Date for Spinout of MMTLP into Next Bridge Hydrocarbons
  • Throughout 2023: A Series of Congressional Inquiries Demand Transparency and Answers regarding the MMTLP Situation


These key dates provide a comprehensive timeline that outlines the significant developments in the MMTLP story, from its inception to the ongoing quest for clarity and resolution in 2023.

Invitation for Engagement: Your Voice Matters


We invite you to contribute to this dialogue. Your experiences, insights, and calls for action are vital in navigating the MMTLP journey and advocating for a resolution that upholds fairness and transparency in the financial markets.

Invitation for Journalistic Inquiry and Whistleblower Insights: Seeking the Truth in MMTLP Saga


In the complex and evolving story of MMTLP, the role of investigative journalism and insights from insiders becomes crucial. This issue is not just about a financial anomaly; it’s a testament to the need for stringent oversight in what should be the world’s most regulated capital markets. We urge journalists and media professionals to delve into this narrative to unravel the layers of regulatory, financial, and corporate intricacies that have led to this unprecedented situation.


Your investigative skills and commitment to uncovering the truth can shed light on a case that represents a significant concern for market integrity and investor trust. 


There are aspects of the MMTLP story that have yet to be told, angles that have been overlooked, and voices within regulatory bodies and financial institutions that hold vital information.


We also extend a call to whistleblowers within brokerage firms, FINRA, the SEC, or any related financial institution. If you possess knowledge about the irregularities, decisions, or actions surrounding MMTLP, your insight is invaluable. Your courage to come forward can provide crucial context to this narrative, offering a deeper understanding of the mechanisms at play and aiding in the pursuit of transparency and fairness.


Your involvement can make a significant difference. By shedding light on this issue, we can collectively strive toward a resolution that respects the principles of equity and integrity in the financial markets.


Contact us to share information, provide leads, or collaborate in uncovering the full story of MMTLP. Every piece of information brings us closer to understanding the truth behind this unprecedented financial event.

In Search of Answers: Key Questions for Financial Journalists Investigating MMTLP


In this critical chapter of the MMTLP narrative, we present a series of pressing questions that remain unanswered. These queries delve into the heart of the MMTLP fiasco, probing the roles of market makers, the regulatory actions (or lack thereof) by bodies like FINRA and the SEC, and the communication breakdowns that left investors in the dark.


Each question opens a path to understanding the intricate dynamics of this complex case. We challenge financial journalists to investigate these questions, seeking the truths that lie beneath the surface of the MMTLP saga. Your investigative rigor can bring clarity and possibly drive reforms in a situation that has left many unanswered questions in its wake.

Who was the market maker that applied to the OTC to make MMTLP tradable, and what were their motivations for doing so?

What specific documentation or regulatory approval was provided to allow MMTLP to trade on the OTC market?

Why haven’t the SEC or FINRA released an audited, aggregated share count to clarify the share discrepancy concerns?

Why was MMTLP listed on the OTC threshold list for 41 days without enforcement of key regulatory standards, including Rule 203(b) of Regulation SHO and FINRA Rule 4320?

What regulatory oversight led to the existence of short shares in MMTLP, a private company, and what steps are being taken to address this?

Was there adequate communication with investors regarding the status, changes, and potential risks associated with MMTLP trading?

What remedies are available to investors affected by the MMTLP saga, especially those impacted by the U3 trading halt?

Were there any lapses in regulatory oversight and enforcement in the MMTLP case, and what measures are being implemented to prevent similar situations in the future?

What roles did various broker-dealers play in the MMTLP trading, and were there any breaches of fiduciary duties or regulatory obligations?

How did FINRA and the SEC decide to implement the U3 halt, and were all relevant factors and potential consequences considered?

Are there ongoing investigations into potential market manipulation, naked short selling, or other irregularities in the trading of MMTLP?

Was there adequate coordination and information-sharing between different regulatory bodies (SEC, FINRA, and others) during the key phases of MMTLP’s trading and the subsequent halt?

What gaps in current legislation or regulation have been exposed by the MMTLP case, and what reforms are being proposed to address them?

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