OFFICIAL NOTICE TEXT:
“FINRA is halting trading in MMTLP under Rule 6440(a)(3) as an extraordinary event halt. As announced by Meta Materials Inc., the Series A Preferred shares will be cancelled and exchanged for shares of Next Bridge Hydrocarbons, Inc., an unlisted private company with no public market and non-DTC eligible shares. Transactions executed after December 8, 2022 cannot settle prior to the December 12, 2022 record date under standard T+2 settlement (SEC Rule 15c6-1). The halt will remain in effect through the cancellation and deletion of the symbol on December 13, 2022.”
Forensic Context & Regulatory Rationale
Under FINRA Rule 6440(a)(3), FINRA maintains statutory discretion to halt quotation and trading in any OTC equity security whenever it determines that an extraordinary event has occurred that has a material effect on the market for the OTC equity security or has caused or has the potential to cause major operational disruptions in clearance and settlement.
The Mechanical T+2 Settlement Collision
- Execution Date (Friday, Dec 9, 2022): Under SEC Rule 15c6-1, standard equity clearing operated on a T+2 business-day cycle. Trades executed on Friday, Dec 9 were scheduled to settle on Tuesday, Dec 13.
- Corporate Record Date (Monday, Dec 12, 2022): Meta Materials established that only holders of record at the close of business on Dec 12 qualified to receive the distribution of Next Bridge shares. Buyers on Friday would settle after the record date and could not legally receive Next Bridge equity under Delaware law.
- Non-DTC Spin-Off Structure: Because Next Bridge Hydrocarbons was structured as an unlisted private entity whose shares were not eligible for book-entry depository clearance through DTC, normal ex-dividend due-bill procedures were legally impossible to execute.