New Era Helium Inc. Files S-1/A Amendment

TL;DR

NEHC filed S-1/A, updated financials, formerly Roth CH V Holdings. Energy sector play.

AI Summary

New Era Helium Inc. filed an S-1/A on January 10, 2025, detailing its business operations in crude petroleum and natural gas. The company, formerly Roth CH V Holdings, Inc. until a name change on June 25, 2024, is incorporated in Nevada with its principal business address in Midland, Texas. The filing provides financial data, including figures related to Additional Paid-In Capital for the fiscal year 2023.

Why It Matters

This S-1/A filing provides updated information for investors regarding New Era Helium Inc.'s financial status and corporate structure as it operates within the energy sector.

Risk Assessment

Risk Level: medium — As a company in the crude petroleum and natural gas sector, it faces inherent market volatility and regulatory risks.

Key Numbers

• 6178617 — Financial Figure (Appears in financial data tables.)
• 11500000 — Financial Figure (Appears in financial data tables.)
• 3336500 — Financial Figure (Appears in financial data tables.)

Key Players & Entities

• NEW ERA HELIUM INC. (company) — Filer
• Roth CH V Holdings, Inc. (company) — Former Company Name
• 20250110 (date) — Filing Date
• 432-695-6997 (phone_number) — Business Phone
• 20240625 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.0001 — 9,403 shares of common stock, par value $0.0001 per share ("Common Stock"), including (
• $2.28 — of December 6, 2024 (the "EPFA"), using $2.28 as the assumed purchase price per share
• $2 — ssumed purchase price per share (95% of $2.40, which was the Nasdaq closing price
• $7 million — o ATW AI LLC in the principal amount of $7 million (the "Initial Note"), plus all accumula
• $2.00 — initial note conversion floor price of $2.00 ("Note Floor Price"), assuming that the
• $3 million — Shares") issuable upon conversion of a $3 million senior secured convertible promissory n
• $10 — less than the Nasdaq Minimum Price, or $10.76, which is the closing price on the d
• $10.76 — n average price that would be less than $10.76 after 20 calendar days of mailing the I
• $75 million — nt. We may not have access to the full $75 million amount available under the EPFA due to
• $2.40 — ted sales price of the Common Stock was $2.40 per share, and the last reported sales
• $0.1751 — les price of our Tradeable Warrants was $0.1751 per Tradeable Warrant. Investing in ou
• $11.50 — hare of ROCL Common Stock at a price of $11.50 per whole share (subject to adjustment)

Filing Documents

• nehc-20240930xs1a.htm (S-1/A) — 7204KB
• nehc-20240930xex5d1.htm (EX-5.1) — 12KB
• nehc-20240930xex10d25.htm (EX-10.25) — 352KB
• nehc-20240930xex23d1.htm (EX-23.1) — 2KB
• nehc-20240930xex23d2.htm (EX-23.2) — 2KB
• nehc-20240930xex23d3.htm (EX-23.3) — 6KB
• nehc-20240930xs1a008.jpg (GRAPHIC) — 6KB
• nehc-20240930xex5d1001.jpg (GRAPHIC) — 14KB
• 0001410578-25-000006.txt ( ) — 32742KB
• nehc-20240930.xsd (EX-101.SCH) — 187KB
• nehc-20240930_cal.xml (EX-101.CAL) — 149KB
• nehc-20240930_def.xml (EX-101.DEF) — 907KB
• nehc-20240930_lab.xml (EX-101.LAB) — 874KB
• nehc-20240930_pre.xml (EX-101.PRE) — 1480KB
• nehc-20240930xs1a_htm.xml (XML) — 4721KB

USE OF PROCEEDS

USE OF PROCEEDS 34 DETERMINATION OF OFFERING PRICE 34 DIVIDEND POLICY 34 MARKET INFORMATION 34 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 35

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 52

BUSINESS

BUSINESS 72 MANAGEMENT 81

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 87 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 89 PRINCIPAL STOCKHOLDERS 91 SELLING SHAREHOLDERS 92

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 98 SHARES ELIGIBLE FOR FUTURE SALE 101 PLAN OF DISTRIBUTION 102 EXPERTS 104 LEGAL MATTERS 104 WHERE YOU CAN FIND MORE INFORMATION 104 INDEX TO FINANCIAL STATEMENTS F-1 1 Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we are hereby filing with the SEC to register the securities described in this prospectus for resale by the Selling Shareholders who may, from time to time, sell or otherwise distribute the securities offered by them as described in the section titled " Plan of Distribution " in this prospectus. We will not receive any proceeds from the sale by such Selling Shareholders of the securities offered by them described in this prospectus. Neither we nor the Selling Shareholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Shareholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to whi

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