SEC Comment Letter 0000000000-25-008186 to New ERA Energy & Digital, Inc. (NUAI)
New ERA Energy & Digital, Inc.
Date: Aug. 4, 2025 · CIK: 0002028336 · Accession: 0000000000-25-008186
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288790
Letter
August 4, 2025 E. Will Gray, II Chief Executive Officer New Era Helium Inc. 4501 Santa Rosa Drive Midland, TX 79707 Re:New Era Helium Inc. Registration Statement on Form S-1 Filed July 21, 2025 File No. 333-288790 Dear E. Will Gray II: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 Exhibits 1.Please update your disclosure to discuss the material terms of the Third Amended and Restated Equity Purchase Facility Agreement, dated July 10, 2025 and filed as Exhibit 10.43, and the information in your Form 8-K filed July 29, 2025. General We note you disclose that you are registering 5,218,690 shares for sale pursuant to that certain Amended and Restated Registration Rights Agreement to the Business Combination Agreement dated as of December 6, 2024, by and between certain Selling Shareholders and Roth CH Acquisition V Co. We also note you disclose on page 75 that you are registering these shares pursuant to "registration rights agreements described below," but are unable to locate such description. Please revise 2.
August 4, 2025 Page 2 your disclosure here and under the Selling Shareholders section to discuss the details of the transactions in which the Selling Shareholders received the shares covered by the resale registration statement and the related registration rights agreements. 3.Please revise the introductory paragraph of your signature page to conform to the signature page language of Form S-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Michael Purcell at 202-551-5351 or Karina Dorin at 202-551-3763 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Alexandria Kane
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August 4, 2025
E. Will Gray, II
Chief Executive Officer
New Era Helium Inc.
4501 Santa Rosa Drive
Midland, TX 79707
Re:New Era Helium Inc.
Registration Statement on Form S-1
Filed July 21, 2025
File No. 333-288790
Dear E. Will Gray II:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Exhibits
1.Please update your disclosure to discuss the material terms of the Third Amended and
Restated Equity Purchase Facility Agreement, dated July 10, 2025 and filed as Exhibit
10.43, and the information in your Form 8-K filed July 29, 2025.
General
We note you disclose that you are registering 5,218,690 shares for sale pursuant to
that certain Amended and Restated Registration Rights Agreement to the Business
Combination Agreement dated as of December 6, 2024, by and between certain
Selling Shareholders and Roth CH Acquisition V Co. We also note you disclose on
page 75 that you are registering these shares pursuant to "registration rights
agreements described below," but are unable to locate such description. Please revise 2.
August 4, 2025
Page 2
your disclosure here and under the Selling Shareholders section to discuss the details
of the transactions in which the Selling Shareholders received the shares covered by
the resale registration statement and the related registration rights agreements.
3.Please revise the introductory paragraph of your signature page to conform to the
signature page language of Form S-1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Michael Purcell at 202-551-5351 or Karina Dorin at 202-551-3763
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Alexandria Kane