New ERA Energy & Digital, Inc.

DEF 14A 1 ea0266537-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant As Specified In Charter)

Payment of Filing Fee (Check the appropriate box):

PROXY STATEMENT — DATED NOVEMBER 20, 2025

4501 Santa Rosa Drive

Midland, TX 79707

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of New Era Energy & Digital, Inc.:

NOTICE IS HEREBY GIVEN that an Annual Meeting of the Stockholders (the “Annual Meeting”) of New Era Energy & Digital, Inc., a Nevada corporation (formerly known as New Era Helium Inc. and Roth CH Holdings, Inc., the “Company,” or “we”) will be held on December 16, 2025 at 10:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting which will be conducted via live webcast and by teleconference using the following information:

The Annual Meeting is being held for the purpose of considering and voting upon the following proposals:

1. To elect five (5) nominees to serve on the Board of Directors of the Company (the “Board”) until the 2026 Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified;

2. To ratify the appointment of Weaver and Tidwell, L.L.P. as the Company’s independent auditors for the year ending December 31, 2025;

3. To approve a proposal to adjourn the Annual Meeting to a later date or dates, whether or not a quorum is present, if more time is necessary or appropriate, to obtain a quorum or solicit additional proxies in favor of any of the proposals set forth in this Proxy Statement; and.

4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Board of Directors has fixed November 12, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting.

If you have any questions or need assistance voting your shares, please call us at (432) 695-6997 or our proxy solicitor, Advantage Proxy, at 877-870-8565.

By Order of the Board of Directors,

/s/ E. Will Gray II

E. Will Gray II

Chief Executive Officer and Director

Midland, Texas

Your vote is important. Whether or not you plan to attend the Annual Meeting, please complete, date, sign and return the proxy card mailed to you, or vote via teleconference as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the telephonic Annual Meeting, you must follow the instructions from that record holder. Please refer to the section entitled “Important Information About the Annual Meeting — How Do I Vote?” on page 3 of the Proxy Statement for a description of how to vote in advance of the Annual Meeting.