New Era Helium Inc. Files for IPO

TL;DR

New Era Helium (fka Roth CH V) is going public, filing S-1 on 12/30/24.

AI Summary

New Era Helium Inc. filed an S-1 form on December 30, 2024, indicating its intention to go public. The company, formerly known as Roth CH V Holdings, Inc. until a name change on June 25, 2024, is based in Midland, Texas. Its primary business is in the crude petroleum and natural gas sector.

Why It Matters

This S-1 filing signals New Era Helium's move towards becoming a publicly traded company, which could impact investment opportunities in the helium and natural gas sector.

Risk Assessment

Risk Level: medium — As a newly public company in the volatile energy sector, New Era Helium faces inherent market and operational risks.

Key Numbers

• $3336500 — Potential Offering Amount (Appears in multiple financial line items, suggesting a significant component of the IPO.)
• $11500000 — Potential Offering Amount (Another significant figure related to the offering, possibly the total target.)

Key Players & Entities

• NEW ERA HELIUM INC. (company) — Filer of the S-1
• Roth CH V Holdings, Inc. (company) — Former name of New Era Helium Inc.
• 20240625 (date) — Date of name change
• 20241230 (date) — Filing date of the S-1
• Midland, TX (location) — Company's business address

FAQ

Key Financial Figures

• $0.0001 — 3,148 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-20240930xs1.htm (S-1) — 7182KB
• nehc-20240930xex10d25.htm (EX-10.25) — 352KB
• nehc-20240930xex10d26.htm (EX-10.26) — 286KB
• nehc-20240930xex10d27.htm (EX-10.27) — 385KB
• nehc-20240930xex10d28.htm (EX-10.28) — 108KB
• nehc-20240930xex10d29.htm (EX-10.29) — 336KB
• nehc-20240930xex10d30.htm (EX-10.30) — 152KB
• nehc-20240930xex10d31.htm (EX-10.31) — 141KB
• nehc-20240930xex10d32.htm (EX-10.32) — 83KB
• nehc-20240930xex10d33.htm (EX-10.33) — 101KB
• nehc-20240930xex10d34.htm (EX-10.34) — 66KB
• nehc-20240930xex10d35.htm (EX-10.35) — 64KB
• nehc-20240930xex23d1.htm (EX-23.1) — 2KB
• nehc-20240930xex23d2.htm (EX-23.2) — 2KB
• nehc-20240930xex23d3.htm (EX-23.3) — 6KB
• nehc-20240930xex23d4.htm (EX-23.4) — 7KB
• nehc-20240930xex99d1.htm (EX-99.1) — 948KB
• nehc-20240930xex99d2.htm (EX-99.2) — 1029KB
• nehc-20240930xexfees.htm (EX-FILING FEES) — 72KB
• nehc-20240930xs1008.jpg (GRAPHIC) — 6KB
• 0001410578-24-002121.txt ( ) — 36882KB
• 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-20240930xs1_htm.xml (XML) — 4721KB

USE OF PROCEEDS

USE OF PROCEEDS 33 DETERMINATION OF OFFERING PRICE 33 DIVIDEND POLICY 33 MARKET INFORMATION 33 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 34

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 51

BUSINESS

BUSINESS 71 MANAGEMENT 80

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 86 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 88 PRINCIPAL STOCKHOLDERS 90 SELLING SHAREHOLDERS 91

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 97 SHARES ELIGIBLE FOR FUTURE SALE 100 PLAN OF DISTRIBUTION 101 EXPERTS 103 LEGAL MATTERS 103 WHERE YOU CAN FIND MORE INFORMATION 103 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

View Full Filing

View this S-1 filing on SEC EDGAR