New Era Helium Completes Asset Acquisition

TL;DR

NEHC just bought assets from 01 Energy & Transportation, changing control and filing a bunch of stuff.

AI Summary

New Era Helium Inc. (NEHC) announced the completion of its acquisition of certain assets from 01 Energy & Transportation on December 6, 2024. This transaction involved material definitive agreements and a change in control for the company. The filing also noted changes in the registrant's certifying accountant and amendments to its articles of incorporation or bylaws.

Why It Matters

This acquisition signifies a significant strategic move for New Era Helium, potentially expanding its operational footprint and asset base in the crude petroleum and natural gas sector.

Risk Assessment

Risk Level: medium — The acquisition involves a change in control and material definitive agreements, indicating significant operational and financial shifts that could introduce higher risk.

Key Players & Entities

• NEW ERA HELIUM INC. (company) — Filer
• 01 Energy & Transportation (company) — Seller of acquired assets
• Roth CH V Holdings, Inc. (company) — Former company name
• 20241206 (date) — Date of report and asset acquisition completion

FAQ

Key Financial Figures

• $45 million — ndition that the Company raise at least $45 million in a private placement of securities in
• $20 million — on stock using a pre-money valuation of $20 million. Since the earliest to occur of these
• $0.0001 — e of Merger Sub common stock, par value $0.0001 per share ("Merger Sub Common Stock"),
• $75 million — from the Company, up to an aggregate of $75 million (the "Commitment Amount") in newly issu
• $8.075 — nce Shares assuming a purchase price of $8.075 per Advance Share. The EFPA also provi
• $10 m — aid advances in the aggregate amount of $10 million, the first pre-paid advance in th
• $7 million — first pre-paid advance in the amount of $7 million and the second pre-paid advance in the
• $3 m — econd pre-paid advance in the amount of $3 million, each of which to be evidenced by
• $3 million — ce of the aggregate principal amount of $3 million (the "Second Pre-Paid Advance Note") wi
• $6.5 m — ance Note in an amount of approximately $6.5 million, after giving effect to a 7% orig
• $10 — n Stock, assuming a conversion price of $10 and no accrued and unpaid interest. The
• $2.00 — a price per security less than 120% of $2.00 per share of Common Stock (the "EPFA Fl
• $500,000 — must maintain a minimum cash balance of $500,000. As an inducement to entering into the
• $10.00 — estor at an initial conversion price of $10.00 per share (the "Conversion Price"). Sub
• $30,000,000 — the Investor warrants to purchase up to $30,000,000 shares of Common Stock (the "Warrant Sh

Filing Documents

• tm2430416d1_8k.htm (8-K) — 525KB
• tm2430416d1_ex2-3.htm (EX-2.3) — 10KB
• tm2430416d1_ex2-4.htm (EX-2.4) — 4KB
• tm2430416d1_ex3-1.htm (EX-3.1) — 2KB
• tm2430416d1_ex10-1.htm (EX-10.1) — 103KB
• tm2430416d1_ex10-2.htm (EX-10.2) — 16KB
• tm2430416d1_ex14-1.htm (EX-14.1) — 28KB
• tm2430416d1_ex16-1.htm (EX-16.1) — 3KB
• tm2430416d1_ex99-1.htm (EX-99.1) — 539KB
• tm2430416d1_ex99-2.htm (EX-99.2) — 306KB
• tm2430416d1_ex99-3.htm (EX-99.3) — 10KB
• tm2430416d1_ex99-4.htm (EX-99.4) — 303KB
• tm2430416d1_ex99-5.htm (EX-99.5) — 73KB
• tm2430416d1_ex99-6.htm (EX-99.6) — 14KB
• tm2430416d1_ex2-3img001.jpg (GRAPHIC) — 227KB
• tm2430416d1_ex2-3img002.jpg (GRAPHIC) — 189KB
• tm2430416d1_ex2-3img003.jpg (GRAPHIC) — 193KB
• tm2430416d1_ex2-3img004.jpg (GRAPHIC) — 187KB
• tm2430416d1_ex2-3img005.jpg (GRAPHIC) — 226KB
• tm2430416d1_ex2-3img006.jpg (GRAPHIC) — 164KB
• tm2430416d1_ex2-3img007.jpg (GRAPHIC) — 174KB
• tm2430416d1_ex2-3img008.jpg (GRAPHIC) — 212KB
• tm2430416d1_ex2-3img009.jpg (GRAPHIC) — 209KB
• tm2430416d1_ex2-3img010.jpg (GRAPHIC) — 39KB
• tm2430416d1_ex2-3img011.jpg (GRAPHIC) — 201KB
• tm2430416d1_ex2-3img012.jpg (GRAPHIC) — 170KB
• tm2430416d1_ex2-4img001.jpg (GRAPHIC) — 233KB
• tm2430416d1_ex2-4img002.jpg (GRAPHIC) — 191KB
• tm2430416d1_ex2-4img003.jpg (GRAPHIC) — 183KB
• tm2430416d1_ex2-4img004.jpg (GRAPHIC) — 187KB
• tm2430416d1_ex3-1img001.jpg (GRAPHIC) — 700KB
• tm2430416d1_ex3-1img002.jpg (GRAPHIC) — 866KB
• tm2430416d1_ex3-1img003.jpg (GRAPHIC) — 871KB
• tm2430416d1_ex3-1img004.jpg (GRAPHIC) — 106KB
• tm2430416d1_ex99-2img01.jpg (GRAPHIC) — 16KB
• tm2430416d1_ex99-6img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-128000.txt ( ) — 10083KB
• nehc-20241206.xsd (EX-101.SCH) — 3KB
• nehc-20241206_def.xml (EX-101.DEF) — 28KB
• nehc-20241206_lab.xml (EX-101.LAB) — 37KB
• nehc-20241206_pre.xml (EX-101.PRE) — 26KB
• tm2430416d1_8k_htm.xml (XML) — 7KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2024 Date of Report (Date of earliest event reported) NEW ERA HELIUM INC. (Exact Name of Registrant as Specified in its Charter) Nevada 001-42433 99-3749880 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 4501 Santa Rosa Drive Midland , TX 79707 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: ( 432 ) 695-6997 Roth CH V Holdings, Inc. 888 San Clemente Drive, Suite 400 Newport Beach , CA 92660 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act Soliciting material pursuant to Rule 14a-12 under the Exchange Act Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock NEHC The Nasdaq Stock Market LLC Warrants NEHCW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Introductory Note Unless otherwise stated or unless the context otherwise requires, the terms "we," "us," "our," "Combined Company," and the "Company" refer to New Era Helium Inc., a Nevada corporation (formerly known as Roth CH V Holdings, Inc., a Delaware corporation), after giving effect to the Business Combination (as defined below). Furthermore, unless otherwise stated or unless the context otherwise requires, references to "Holdings" refer to Roth CH V Holdings, Inc., a Nevada corporation, prior to the Closing Date (as defined below). All references herein to the "Board" refer to the board of directors of the Company. Terms used in this Current Report on Form 8-K (this "Report") but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus filed by Holdings with the U.S. Securities and Exchange Commission (the "SEC") on November 6, 2024 (the "Proxy Statement/Prospectus") and such definitions are incorporated herein by reference. This Report incorporates by reference certain information from reports and other documents that were previously filed with the SEC, including certain information from the Proxy Statement/Prospectus. To the extent there is a conflict between the information contained in this Report and the information contained in such prior reports and documents and incorporated by reference herein, the information in this Report controls. Closing of Business Combination On December 6, 2024 (the "Closing Date"), New Era Helium Inc., formerly known as Roth CH V Holdings, Inc. (the "Company" or the "Registrant"), completed the business combination (the "Business Combination") contemplated by the Business Combination and Plan of Organization dated January 3, 2024 (the "Business Combination Agreement") by and among New Era Helium Corp., a Nevada corporation, Roth CH Acquisition V Co., a Delaware corporation ("ROCL"), and Roth CH V Merger Sub, a Delaware corporation and a wholly-owned subsidiary of ROCL ("Merger Sub"), and subsequent amendments to the Business Combination Agreement. Pursuant to the Business Combination Agreement, Merger Sub merged with and into New Era Helium Corp., with New Era Helium Corp. surviving the Business Combination as a wholly owned subsidiary of ROCL. The Business Combination Agreement was previously filed as Annex A in the Proxy Statement/Prospectus by Holdings with the SEC on November 6, 2024. First Amendment to Business Combination Agreement On June 5, 2024, ROCL and the Company entered into the First Amendment to the Business Combination Agreement and Plan of Reorganization Amendment (the "First Amendment") pursuant to which, among other things: (a) the Outside Date (as defined in the Business Combination Agreement) was extended to 270 days after the date of the Business Combination Agreement; (b) the structure of the Business Combination change

View Full Filing

View this 8-K filing on SEC EDGAR