New Era Helium Inc美股招股说明书(2025-01-23版)

230,746 Private Warrants New Era Helium Inc. This prospectus relates to the offer and sale, from time to time, by the selling security holders identified in thisprospectus (the “Selling Shareholders”) or their permitted transferees, of up to 50,839,403 shares of common stock,par value $0.0001 per share (“Common Stock”), including (i) up to 32,894,737 shares of Common Stock that wemay, at our discretion, elect to issue and sell to ATW AI Infrastructure LLC (the “ATW AI LLC”) from time to timeafter the date of this prospectus, pursuant to that certain Equity Purchase Facility Agreement dated as of December6, 2024 (the “EPFA”), using $2.28 as the assumed purchase price per share (95% of $2.40, which was the Nasdaqclosing price of the Common Stock on December 16, 2024, as calculated per the EPFA), (ii) (A) 4,287,500 shares ofCommon Stock (the “Initial Note Shares”) issuable upon conversion of that certain Senior Secured ConvertiblePromissory 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 remainsoutstanding until its maturity date and that the redemption premium and interest on the Initial Note are paid in sharesof Common Stock and (B) 1,837,500 shares of Common Stock (together with the Initial Note Shares, the “NoteShares”) issuable upon conversion of a $3 million senior secured convertible promissory note (the “SubsequentNote” and, together with the Initial Note, the “Notes”) to be issued by us to ATW AI LLC upon the effectiveness ofthe registration statement of which this prospectus forms a part, plus all accumulated interest until its maturity dateand payment premium on the Subsequent Note, using the Note Floor Price, assuming that the Subsequent Noteremains outstanding until its maturity date and that the payment premium and interest on the Subsequent Note arepaid 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 WarrantShares”) issuable upon the exercise of the Second Tranche Warrant dated as of December 6, 2024 (the “SecondTranche 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 tocertain Selling Shareholders pursuant to a private placement conducted by Roth CH Acquisition V Co. (apredecessor entity of the Redomestication Merger in the Business Combination, as such terms are defined below);(v) 175,000 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 RothCH Acquisition V Co. (“ROCL”), Roth Capital Partners, LLC (“Roth Capital”), and Craig-Hallum; (vi) 440,000shares of Common Stock issued on December 6, 2024 to CR Financial Holdings Inc. upon termination of thebusiness combination marketing agreement previously entered into between ROCL, Roth Capital, and CraigHallum; and (vii) 3,333,920 shares of Common Stock, in the aggregate, issued to former directors, executive officersand affiliates of ROCL. See “Selling Shareholders” for additional information regarding the Selling Shareholders. In addition, this prospectus relates to the offer and sale of up to 230,746 warrants sold to certain of the SellingShareholders as part of the private units sold in the private placement offering that occurred simultaneously withROCL’s initial public offering (the “Private Warrants”). Table of Contents 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 lessthan the Nasdaq Minimum Price, or $10.76, which is the closing price on the date immediately prior to the executionof the EPFA and the Securities Purchase Agreement dated as of December 6, 2024 (the “Warrant PurchaseAgreement”), by and between us and ATW AI II LLC relating to the issuance of the Warrants. Table of Contents On January 2, 2025, a majority of our shareholders approved the issuance of the shares of Common Stock pursuantto the terms of the EPFA, Notes and Warrants, among other things (“Shareholder Approval”). We intend to file an Informa