NEW ERA HELIUM INC

As filed with the Securities and Exchange Commission on December 27, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

4501 Santa Rosa Drive

Midland, TX 79707

(432) 695-6997

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael J. Rugen

Chief Financial Officer**

**4501 Santa Rosa Drive,

Midland, TX 79707

(432) 695-6997

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ross D. Carmel, Esq.

Thiago Spercel, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

(212) 930-9700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.☐

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 7(a)(2)(B) of the Securities Act.****☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

51,643,148 Shares of Common Stock

230,746 Private Warrants

This prospectus relates to the offer and sale, from time to time, by the selling security holders identified in this prospectus (the “Selling Shareholders”) or their permitted transferees, of up to 51,643,148 shares of common stock, par value $0.0001 per share (“Common Stock”), including (i) up to 32,894,737 shares of Common Stock that we may, at our discretion, elect to issue and sell to ATW AI Infrastructure LLC (the “ATW AI LLC”) from time to time after the date of this prospectus, pursuant to that certain Equity Purchase Facility Agreement dated as of December 6, 2024 (the “EPFA”), using $2.28 as the assumed purchase price per share (95% of $2.40, which was the Nasdaq closing price of the Common Stock on December 16, 2024, as calculated per the EPFA), (ii) (A) 4,287,500 shares of Common Stock (the “Initial Note Shares”) issuable upon conversion of that certain Senior Secured Convertible Promissory Note dated as of December 6, 2024, issued by us to ATW AI LLC in the principal amount of $7 million (the “Initial Note”), plus all accumulated interest until its maturity date and redemption premium on the Initial Note, using the initial note conversion floor price of $2.00 (“Note Floor Price”), assuming that the Initial Note remains outstanding until its maturity date and that the redemption premium and interest on the Initial Note are paid in shares of Common Stock and (B) 1,837,500 shares of Common Stock (together with the Initial Note Shares, the “Note Shares”) issuable upon conversion of a $3 million senior secured convertible promissory note (the “Subsequent Note” and, together with the Initial Note, the “Notes”) to be issued by us to ATW AI LLC upon the effectiveness of the registration statement of which this prospectus forms a part, plus all accumulated interest until its maturity date and payment premium on the Subsequent Note, using the Note Floor Price, assuming that the Subsequent Note remains outstanding until its maturity date and that the payment premium and interest on the Subsequent Note are paid in shares of Common Stock (iii) (A) 5,500,000 shares of Common Stock (the “First Tranche Warrant Shares”) issuable upon the exercise of the First Tranche Warrant dated as of December 6, 2024 (the “First Tranche Warrant”), issued by us to ATW AI Infrastructure II LLC (“ATW AI II LLC”), using the initial warrant exercise floor price of $2.00 (the “Warrant Floor Price”) and (B) 2,140,000 shares of Common Stock (the “Second Tranche Warrant Shares”) issuable upon the exercise of the Second Tranche Warrant dated as of December 6, 2024 (the “Second Tranche Warrant” and, together with the First Tranche Warrant, the “Warrants”), issued by us to ATW AI II LLC, (iv) 230,746 shares of Common Stock issuable upon exercise of warrants (“Private Warrants”) previously issued to certain Selling Shareholders pursuant to a private placement conducted by Roth CH Acquisition V Co. (a predecessor entity of the Redomestication Merger in the Business Combination, as such terms are defined below); (v) 575,000 shares of Common Stock issued on December 6, 2024 to Craig-Hallum Capital Group LLC (“Craig-Hallum”) upon termination of the business combination marketing agreement previously entered into between Roth CH Acquisition V Co. (“ROCL”), Roth Capital Partners, LLC (“Roth Capital”), and Craig-Hallum; and (vi) 4,177,665 shares of Common Stock, in the aggregate, issued to former directors, executive officers and affiliates of ROCL. See “Selling Shareholders” for additional information regarding the Selling Shareholders.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

In addition, this prospectus relates to the offer and sale of up to 230,746 warrants sold to certain of the Selling Shareholders as part of the private units sold in the private placement offering that occurred simultaneously with the IPO (the “Private Warrants”).

Pursuant to the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”), until shareholder approval is obtained, we cannot issue more than 19.99% of the outstanding shares of Common Stock as of December 6, 2024 (the “Exchange Cap”) pursuant to the EPFA, Notes and Warrants, collectively, at an average price that would be less than the Nasdaq Minimum Price, or $10.76, which is the closing price on the date immediately prior to the execution of the EPFA and the Securities Purchase Agreement dated as of December 6, 2024 (the “Warrant Purchase Agreement”), by and between us and ATW AI II LLC relating to the issuance of the Warrants.

We expect that a majority of our shareholders will approve the issuance of the shares of Common Stock pursuant to the terms of the EPFA, Notes and Warrants, among other things (“Shareholder Approval”). We intend to file an Information Statement pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). ATW AI LLC and ATW AI II LLC will be permitted to be issued shares of Common Stock pursuant to the EPFA or will be able to convert the Notes or exercise the Warrants into shares of Common Stock, as applicable, in excess of the Exchange Cap at an average price that would be less than $10.76 after 20 calendar days of mailing the Information Statement.

Pursuant to the EPFA and the Warrant Purchase Agreement, stockholders holding at least 51% of the shares of Common Stock as of December 6, 2024 have executed voting agreements with the Company pursuant to which they have agreed to vote for the proposals to be approved in connection with each agreement.

We may not have access to the full $75 million amount available under the EPFA due to the reasons noted above. Please see “Selling Shareholders—Material Relationships with Selling Shareholders—EPFA” for more information regarding the EPFA.

We are not selling any shares of our shares of Common Stock pursuant to this prospectus, and we will not receive any of the proceeds from the sale of shares of our Common Stock by the Selling Shareholders. We will bear all costs, expenses and fees in connection with the registration of the Common Stock. The Selling Shareholders will bear all commissions and discounts, if any, attributable to their respective sales of Common Stock. We are registering the securities for resale pursuant to that certain Registration Rights Agreement dated as of December 6, 2024, by and between us and ATW AI LLC that certain Registration Rights Agreement dated as of December 6, 2024, by and between us and ATW AI II LLC, and that certain Amended and Restated Registration Rights Agreement to the BCA (as defined below) dated as of December 6, 2024, by and between certain Selling Shareholders and Roth CH Acquisition V Co., a Delaware corporation. Our registration of the securities covered by this prospectus does not mean that the Selling Shareholders will offer or sell any of the shares of Common Stock issuable pursuant to the EPFA, the conversion of the Notes or the exercise of the Warrants. See the section of this prospectus entitled “Selling Shareholders” for more information. However, we may receive proceeds if: (i) we issue Common Stock pursuant to the EPFA, (ii) we issue the Subsequent Note under the EPFA, and (iii) the Warrants are exercised for cash.

The Selling Shareholders may offer and sell the securities covered by this prospectus from time to time. The Selling Shareholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

The sale of all or a portion of the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, some of the Selling Shareholders may still experience a positive rate of return on the securities they purchased due to the price at which such Selling Shareholder initially purchased the securities.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our Common Stock is listed on The Nasdaq Global Market under the symbol “NEHC”, and our warrants to purchase shares of Common Stock (the “Tradeable Warrants”) are listed on The Nasdaq Stock Market under the symbol “NEHCW.” On December 16, 2024, the last reported sales price of the Common Stock was $2.40 per share, and the last reported sales price of our Tradeable Warrants was $0.1751 per Tradeable Warrant.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page19** of this prospectus, and under similar headings in any amendment or supplements to this prospectus.**

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 202 .