Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 14, 2022, Meta Materials Inc. (the "Company") completed the spin-off of Next Bridge Hydrocarbons, Inc. ("Next Bridge") by distributing (the "Distribution") the Company's equity interests in Next Bridge to holders of the Company's Series A Non-Voting Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock").

In the Distribution, the Company distributed one share of Next Bridge common stock to holders of the Company's Series A Preferred Stock for each outstanding share of Series A Preferred Stock owned as of the record date of December 12, 2022. In the aggregate, the Company distributed 165,472,241 shares of Next Bridge common stock to holders of the Company's Series A Preferred Stock.

Until the date of the Distribution, as a wholly-owned subsidiary, Next Bridge's financial results were consolidated into the Company's financial results with Next Bridge's assets being shown as held-for-sale. Subsequent to the Distribution, Next Bridge no longer constitutes part of the Company's business.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On December 14, 2022 at 5:00 PM Eastern Time, a Certificate of Withdrawal (the "Certificate of Withdrawal") for the Certificate of Designation of Preferences, Rights and Limitations (the "Certificate of Designation") of the Series A Preferred Stock previously filed with the Secretary of State of the State of Nevada the Company became effective. At the effective time of the Certificate of Withdrawal, no shares of any of Series A Preferred Stock were outstanding, and. the previously-designated shares of Series A Preferred Stock resumed the status of the Company's undesignated authorized preferred stock, par value $0.001 per share. All matters set forth in the previously-filed Certificate of Designation with respect to the Series A Preferred Stock were eliminated from our Articles of Incorporation.

The foregoing description of the Certificate of Withdrawal does not purport to be complete and is qualified in its entirety by reference to the Certificate of Withdrawal, a copy of which is filed as Exhibit 3.3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 15, 2022, the Company issued a press release regarding the transactions described above. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.

The information in this Item 7.01 of this report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor will it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits.



Exhibit
  No.                                    Description

3.3.2         Certificate of Withdrawal of Certificate of Designation of
            Preferences, Rights and Limitations of Series A Non-Voting Preferred
            Stock.

 99.1         Press Release dated December 15, 2022

104         Cover Page Interactive Data File (formatted as Inline XBRL).

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