New ERA Energy & Digital, Inc.

DEF 14A 1 ea0279924-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

200 N. Loraine Street, Suite 1324

Midland, TX 79701

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

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

NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders (the “Special Meeting”) of New Era Energy & Digital, Inc., a Nevada corporation (formerly known as Roth CH V Holdings, Inc., Roth CH Acquisition V Co., New Era Helium Inc., and New Era Helium Corp., the “Company” or “we”) will be held on April 15, 2026 at 10:00 a.m., Eastern Time. The Special Meeting will be a completely virtual meeting which will be conducted via live webcast and by teleconference using the following information:

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

1. To approve the issuance of shares of the Company’s Common Stock in excess of the Share Cap (as defined in the accompanying Proxy Statement) pursuant to that certain Membership Interest Purchase Agreement, dated January 16, 2026, by and between the Company and SharonAI, Inc., for purposes of Nasdaq Stock Market Rules 5635(a) and 5635(b).

2. To approve a proposal to adjourn the Special 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 the proposal set forth above.

Our Board of Directors has fixed March 3, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the Special 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, Inc., at 877-870-8565.

By Order of the Board of Directors,

/s/ E. Will Gray II

E. Will Gray II

Chairman and Chief Executive Officer

Midland, Texas

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 15, 2026.

The Company’s Notice of Special Meeting of Stockholders and Proxy Statement are available on the internet atwww.proxyvote.com.

Your vote is important. Whether or not you plan to attend the Special 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 Special 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 Special Meeting, you must follow the instructions from that record holder. Please refer to the section entitled “Important Information About the Special Meeting and Voting” on page 1 of the Proxy Statement for a description of how to vote in advance of the Special Meeting.