New ERA Energy & Digital, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
NUAI$2.07-5.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibit and Financial Statement Schedules
| (1) | Financial Statements |
See the Index to the Consolidated Financial Statements section beginning on page F-1 of this Report.
| (2) | Financial Statement Schedules |
All financial statement schedules have been omitted as they are not required, not applicable, or the required information is included in the financial statements or notes to the financial statements.
| (3) | Exhibits |
The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Report are listed in the Exhibit Index below.
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|---|---|---|
| No. | | |
| 2.1** | | Business Combination Agreement, dated January 3, 2024 by and among New Era Helium Corp., Roth CH Acquisition V Co., and Roth CH V Merger Sub (incorporated by reference to Annex A of the Proxy Statement/Prospectus filed with the SEC on November 6, 2024(Registration No. 333-280591)). |
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| 2.2** | | First Amendment to the Business Combination Agreement by and between New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub, and Roth CH V Holdings, Inc., dated June 5, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2024). |
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| 2.3** | | Second Amendment to the Business Combination Agreement by and between New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub, and Roth CH V Holdings, Inc., dated June 5, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2024). |
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| 2.4** | | Third Amendment to the Business Combination Agreement by and between New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub, and Roth CH V Holdings, Inc., dated June 5, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2024). |
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| 2.5** | | Fourth Amendment to the Business Combination Agreement by and between New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub, and Roth CH V Holdings, Inc., dated June 5, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2024). |
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| 3.1** | | Articles of Merger of Roth CH Acquisition V Co. and Roth CH V Holdings, Inc. filed on December 6, 2024 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). |
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| 3.2** | | Articles of Merger of Roth CH V Merger Sub and New Era Helium Corp. filed on December 6, 2024 (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). |
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| 3.3** | | Amended and Restated Articles of Incorporation of Roth CH V Holdings, Inc. filed on December 6, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). |
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| 3.4** | | Amended and Restated Bylaws of New Era Helium Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). |
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| 10.1** | | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). |
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| 10.2** | | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). |
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| 10.3** | | Warrant Agreement, dated November 30, 2021, by and between ROCL and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.4 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.4** | | Letter Agreement, dated November 30, 2021, by and among ROCL and each of the Company’s officers, directors and initial stockholders (incorporated by reference to Exhibit 10.1 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.5** | | Investment Management Trust Agreement, dated November 30, 2021, by and between ROCL and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.6** | | Registration Rights Agreement, dated November 30, 2021, by and among ROCL and certain security holders (incorporated by reference to Exhibit 10.3 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.7** | | Indemnity Agreements, each dated as of November 30, 2021, by and between ROCL and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.4 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.8** | | Stock Escrow Agreement, dated November 30, 2021, by and among the Company, Continental Stock Transfer & Trust Company and the initial stockholders of the Company (incorporated by reference to Exhibit 10.5 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.9** | | Subscription Agreement, dated November 30, 2021, by and among the Company and the initial stockholders of the Company party thereto (incorporated by reference to Exhibit 10.6 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.10** | | Insider Support Agreement, dated as of January 3, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp. and certain stockholders of Roth CH Acquisition V Co. (incorporated by reference to Exhibit 10.7 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.11** | | Company Support Agreement, dated as of January 3, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp. and certain shareholders of New Era Helium Corp. (incorporated by reference to Exhibit 10.8 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.12** | | Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). |
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| 10.13** | | Form of Lock-up Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). |
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| 10.14** | | Letter Agreement, dated January 2, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp., Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC. (incorporated by reference to Exhibit 10.11 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.15** | | Stock Plan (incorporated by reference to Annex C of the proxy statement/prospectus filed with the SEC on November 6, 2024(Registration No. 333-280591)). |
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| 10.16** | | Percent of Proceeds Gas Purchase Agreement between IACX Roswell LLC and Solis Partners, LLC (incorporated by reference to Exhibit 10.13 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.17** | | Contract for Sale and Purchase of Liquid Helium between NEH Midstream LLC and Airlife Gases USA Inc. (incorporated by reference to Exhibit 10.14 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
|---|---|---|
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| 10.18** | | First Amendment to the Contract for Sale and Purchase of Liquid Helium between NEH Midstream LLC, Airlife Gases USA, Inc. and Solis Partners, L.L.C (incorporated by reference to Exhibit 10.15 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.19** | | Helium Tolling Agreement with Keyes Helium Company (incorporated by reference to Exhibit 10.16 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.20** | | Gaseous Helium Sales Agreement between NEH Midstream LLC and Matheson Tri-Gas, Inc. (incorporated by reference to Exhibit 10.17 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.21** | | Contract for Sale and Purchase of Crude Helium between NEH Midstream LLC and Badger Midstream Energy, LP (incorporated by reference to Exhibit 10.18 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.22** | | Employment Agreement with Michael J.Rugen (incorporated by reference to Exhibit 10.19 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.23** | | Employment Agreement with E. Will Gray (incorporated by reference to Exhibit 10.20 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.24** | | Assignment Agreement with Badger Midstream Energy, LP and AirLife Gases USA, Inc. (incorporated by reference to Exhibit 10.21 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024). |
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| 10.25** | | Equity Purchase Facility Agreement dated as of December 6, 2024 (incorporated by reference to Exhibit 10.25 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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| 10.26** | | Form of Senior Secured Convertible Promissory Note. (incorporated by reference to Exhibit 10.26 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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| 10.27** | | Security Agreement dated as of December 6, 2024 (incorporated by reference to Exhibit 10.27 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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| 10.28** | | Subsidiary Guarantee dated as of December 6, 2024 (incorporated by reference to Exhibit 10.28 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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| 10.29** | | Securities Purchase Agreement dated as of December 6, 2024(incorporated by reference to Exhibit 10.29 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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| 10.30** | | Form of First Tranche Warrant issued on December 6, 2024(incorporated by reference to Exhibit 10.30 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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| 10.31** | | Form of Second Tranche Warrant issued on December 6, 2024 (incorporated by reference to Exhibit 10.31 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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| 10.32** | | Registration Rights Agreement (EPFA) dated as of December 6, 2024 (incorporated by reference to Exhibit 10.32 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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| 10.33** | | Registration Rights Agreement (Warrants) dated as of December 6, 2024(incorporated by reference to Exhibit 10.33 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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| 10.34** | | Form of Voting and Support Agreement (EPFA) dated as of December 6, 2024 (incorporated by reference to Exhibit 10.34 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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| 10.35** | | Form of Voting and Support Agreement (Warrant) dated as of December 6, 2024 (incorporated by reference to Exhibit 10.35 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024). |
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|---|---|---|
| 10.36** | | The Liquid Helium Agreement (incorporated by reference as Exhibit 10.14 to the Registration Statement filed with the SEC on November 1, 2024). |
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| 10.37** | | Gaseous Helium Agreement incorporated by reference as Exhibit 10.17 to the Registration Statement filed with the SEC on November 1, 2024). |
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| 10.38** | | Amendment to Liquid Helium Agreement (incorporated by reference to as Exhibit 10.15 to the Registration Statement filed with the SEC on November 1, 2024). |
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| 10.39** | | Crude Helium Agreement (incorporated by reference to as Exhibit 10.18 to the Registration Statement filed with the SEC on November 1, 2024). |
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| 10.40** | | Assignment Agreement (incorporated by reference to as Exhibit 10.21 to the Registration Statement filed with the SEC on November 1, 2024). |
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| 10.41** | | Marketing Agreement (incorporated by reference to as Exhibit 10.13 to the Registration Statement on Form S-4 filed with the SEC on June 28, 2024). |
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| 14.1** | | Code of Ethics (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). |
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| 16.1** | | Letter from Grant Thornton Regarding Change in Certifying Accountant (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2024). |
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| 19.1* | | Insider Trading Policy |
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| 19.2* | | Clawback Policy |
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| 21.1* | | List of Subsidiaries |
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| 23.1* | | Consent of Weaver and Tidwell, L.L.P. |
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| 23.2* | | Consent of MKM Engineering |
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| 31.1* | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2* | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.1* | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 32.2* | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 99.1* | | MKM Engineering Reserve Report |
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| 101. INS | | Inline XBRL Instance Document. |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. |
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| 101.CAL | | Inline XBRL Taxonomy Calculation Linkbase Document. |
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| 101.DEF | | Inline XBRL Taxonomy Definition Linkbase Document. |
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| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
**Filed previously
| * | Filed herewith |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.