New Era Helium Inc 2025年季度报告

FORM10-Q (Mark one) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Non-accelerated filer☒Emerging growthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):Yes☐No☒ As of May 12, 2025, the registrant had14,474,051shares of common stock issued and outstanding. NEW ERA HELIUM INC.INDEX TO FINANCIAL STATEMENTS PART 1 – FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 20242Unaudited Consolidated Statements of Operations for the Three Months Ended March 31,2025 and 20243Unaudited Consolidated Statements of Changes in Stockholders’ Deficit for the ThreeMonths Ended March 31, 2025 and 20244Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2025 and20245Notes to Unaudited Consolidated Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations31Item 3.Quantitative and Qualitative Disclosures about Market Risk45Item 4.Control and Procedures45PART II – OTHER INFORMATION47Item 1.Legal Proceedings47Item 1A.Risk Factors47Item 2.Unregistered Sales of Equity Securities and Use of Proceeds47Item 3.Defaults Upon Senior Securities47Item 4.Mine Safety Disclosures47Item 5.Other Information47Item 6.Exhibits48SIGNATURES49 NEW ERA HELIUM INC.CONSOLIDATED BALANCE SHEETS NEW ERA HELIUM INC.UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS NEW ERA HELIUM INC.UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICITFOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 NEW ERA HELIUM INC.UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS New Era Helium Inc.Notes to Unaudited Consolidated Financial Statements NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION Organization and Nature of Operations New Era Helium Inc. (the “Company”, “NEH”, “we,”, “us,” or “our”), formerly known as Roth CH Holdings,Inc.(“Roth V”),is a Nevada corporation. The Company was formed on February 6,2023,through aReorganization Agreement and Plan Share Exchange (the “Agreement”) with Solis Partners, LLC (“SolisPartners”)as described further in the paragraph below. The Company’s primary operations include theexploration, development, and production of helium, natural gas, oil, and natural gas liquids (“NGLs”). TheCompany’s producing oil and gas assets and non-producing acreage are primarily located in Chaves County, NewMexico. The Company also owns overriding royalty interests located in Howard County, Texas. On February 6, 2023, the Company entered into the Agreement with Solis Partners. Immediately prior toFebruary 6, 2023, the Company was authorized to issue190million shares of common stock with a par value of$0.001per share and10million shares of preferred stock with a par value of $0.001per share. Subject to theterms of the Agreement, all issued and outstanding member interests in Solis Partners was automaticallyconverted and exchanged for5million shares of the Company’s common stock. The Company’s wholly owned subsidiary Solis Partners is a Texas limited liability company. Solis Partners ownsand operates the Company’s producing oil and gas assets and non-producing acreage. The Company’s whollyowned subsidiary NEH Midstream LLC (“NEH Midstream”) is a Texas limited liability company, formed August4, 2023. NEH Midstream is the owner of the helium offtake and tolling agreements. NEH Midstream is in theprocess of constructing a natural gas processing facility in which NEH Midstream will be the owner and operator. OnDecember 6,2024,the Company completed the business combination(the“Business Combination)contemplated by the Business Combination and Plan of Organi