新纪元氦气公司美股招股说明书(2025-06-02版)

This prospectus supplement updates, amends and supplements the prospectus contained in our Registration Statement on FormS-1, effective as of January15, 2025 (as supplemented on February24, 2025, April2, 2025, May6, 2025, May15, 2025, May16, 2025,May28, 2025, and as may be further supplemented or amended from time to time, the “Prospectus”) (Registration No.333-284076). This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with theinformation contained in (A) our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on June 2, 2025 and (B) our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on April 25, 2025 (together,the “Forms 8-K”). Accordingly, we have attached the Forms 8-K to this prospectus supplement.This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with prospectus supplement with your Prospectus for future reference.Our common stock, par value $0.0001 per share (“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 Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page19 of the Prospectus, and under similar headings in any amendment orsupplements to the Prospectus. these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminalThe date of this prospectus supplement is June2, 2025. Pursuant to Section 13 or Section 15(d) of theSecurities Exchange Act of 1934 May 30, 2025Date of Report (Date of earliest event reported) NEW ERA HELIUM INC.(Exact Name of Registrant as Specified in Charter) 001-42433(Commission ¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section12(b)of the Act:Title of each classTrading Symbol(s)Common StockNEHC Warrants complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.¨ Departure of Director FORM8-K Securities Exchange Act of 1934April 22, 2025 NEW ERA HELIUM INC.(Exact Name of Registrant as Specified in Charter) Registrant’s telephone number, including area code:(432) 695-6997 Not Applicable Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)