新纪元能源与数字化股份有限公司美股招股说明书(2026-02-02版)

5,750,000 Shares of Common Stock Underlying the Public Tradeable Warrants 20,289 Private Tradeable Warrants The securities to be issued, offered and sold, as applicable, using this prospectus include (i) 19,267,595 shares of our commonstock, par value $0.0001 per share (“common stock”), held by the selling stockholders described herein, including (a) 11,547,344shares of common stock underlying the Note (as defined herein), (b) 5,500,000 shares of common stock underlying the First TrancheWarrant (as defined herein), (c) 2,140,000 shares of common stock underlying the Second Tranche Warrant (as defined herein), (d)20,289 shares of common stock underlying the Private Tradeable Warrants (as defined herein) and (e) 59,962 shares of common stockheld by certain of the selling stockholders herein, (ii) 5,750,000 shares of our common stock that may be issued upon the exercise ofthe 5,750,000 warrants issued in the initial public offering (the “IPO”) of Roth CH Acquisition V Co., a Delaware corporation (the“Public Tradeable Warrants”) which became warrants of the Company pursuant to the Business Combination (defined herein), and (iii) We are not selling any securities pursuant to this prospectus, and we will not receive any of the proceeds from the sale of shares ofour securities by the selling stockholders. We will, however, receive the net proceeds of any Tradeable Warrants exercised for cash.The selling stockholders may offer and sell the securities offered by this prospectus from time to time in amounts, at prices and onterms to be determined by market conditions and other factors at the time of any such offerings. The selling stockholders may sell thesecurities at prevailing market prices or at prices negotiated with buyers. The selling stockholders will be responsible for anyunderwriting commissions and discounts, brokerage fees, applicable taxes, underwriting marketing costs and other fees. We will be We are registering 19,267,595 shares of common stock for sale by the selling stockholders named below pursuant to the (i)Amended and Restated Registration Rights Agreement, dated December 6, 2024, by and among Roth CH V Holdings, Inc. and theinvestors listed thereto (the “Amended and Restated Registration Rights Agreement”), (ii) Registration Rights Agreement, datedDecember 6, 2024, by and between New Era Helium Inc. and ATW AI Infrastructure LLC (the “EPFA Registration RightsAgreement”), (iii) Registration Rights Agreement, dated December 6, 2024, by and between New Era Helium Inc. and ATW AIInfrastructure II LLC (the “Warrants Registration Rights Agreement” and together with the Amended and Restated Registration RightsAgreement and the EPFA Registration Rights Agreement, the “Registration Rights Agreements”), and (iv) Membership InterestPurchase Agreement, dated January 16, 2026, by and between the Company and SharonAI, Inc. (the “SharonAI Purchase Agreement”)(such holders collectively, the “selling stockholders”). On January 16, 2026, we issued a senior secured promissory note (the “Note”)to SharonAI, Inc. for an aggregate principal amount of $50,000,000. The Note matures on June 30, 2026 (the “Maturity Date”) unlessearlier redeemed by the Company and has an interest rate of 10% per annum payable on the Maturity Date in cash. On the MaturityDate, or if earlier redeemed at the Company’s option, SharonAI has the option to convert up to $10,000,000 of the Note into shares ofcommon stock of the Company at a conversion rate based on the trailing 30-day volume weighted average price (“VWAP”) of the Our common stock and Public Tradeable Warrants are traded on the Nasdaq Global Market (the “Nasdaq”) under the symbol“NUAI.” On January 30, 2026, the closing price of our common stock was $6.86 and the closing price of our Public Tradeable We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securitieslaws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. You should read carefully this prospectus, the documents incorporated by reference in this prospectus and any prospectussupplement before you invest. See “Risk Factors” beginning on page 3 of this prospectus for information on certain risks The selling stockholders may sell the securities directly, or to or through underwriters or dealers, and also to other purchasers orthrough agents. The names of any underwriters or agents that are included in a sale of securities to you, and any applicablecommissions or discounts, will be stated in any accompanying prospectus supplement. In addition, the underwriters, if any, may over- Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus is February 2, 2026. TABLE OF CONTENTS