S-1/A: New Era Energy & Digital: Secondary & Warrant Offering

New Era Energy & Digital, Inc. files an S-1/A for a secondary offering of 5.2 million shares and a primary offering of 5.75 million shares underlying public warrants, while reporting significant net losses and liquidity concerns.

Summary

• A secondary offering of 5,218,690 shares of common stock by selling security holders is being registered.
• A primary offering of up to 5,750,000 shares of common stock underlying 11,500,000 redeemable public warrants is also being registered.
• The company will receive net proceeds only from the cash exercise of Tradeable Warrants, not from the secondary offering.
• Common Stock is listed on The Nasdaq Global Market under the symbol NUAI, and warrants are listed under NUAIW.
• As of October 14, 2025, the last reported sales price of the Common Stock was $3.07 per share, and Tradeable Warrants were $0.70 per warrant.
• The business combination with New Era Helium Corp. (NEH) was completed on December 6, 2024.
• Primary operations include the exploration, development, and production of helium, natural gas, oil, and natural gas liquids in Chaves County, New Mexico, with a strategic shift towards a helium-focused model.
• The company owns and operates 137,000 acres in Southeast New Mexico.
• As of December 31, 2024, proved hydrocarbon reserves were 85,498 MMcfe, and probable hydrocarbon reserves were 166,430 MMcfe.
• As of December 31, 2024, net proved undeveloped helium reserves were 422 MMcf, and net probable undeveloped helium reserves were 788 MMcf.
• Currently, no revenue is generated from helium production under existing contractual arrangements with IACX Energy, Inc.
• Construction of the Pecos Slope Plant is underway and expected to commence operations in Q4 2025, aiming to increase helium and natural gas production and lower costs.
• A joint venture, Texas Critical Data Centers LLC, was formed with SharonAI on January 21, 2025, to develop a 250 MW gas-fired power plant and data center in Texas.
• The Equity Purchase Facility Agreement (EPFA) with ATW AI LLC was terminated, effective October 24, 2025, after selling 32,894,731 shares for a total value of $23,553,275.
• Matheson Tri-Gas, Inc. (MTG) terminated its Gaseous Helium Agreement on July 2, 2025, due to the Pecos Slope Plant not commencing operations by July 1, 2025.
• Net loss for the three months ended June 30, 2025, was $3,606,004, a 230.9% increase from $1,089,759 in the same period of 2024.
• Net loss for the six months ended June 30, 2025, was $6,926,260, a 255.4% increase from $1,948,791 in the same period of 2024.
• Total revenues for the three months ended June 30, 2025, were $209,114, a 926.2% increase from $20,377 in the same period of 2024, primarily driven by a $0.71 per mcf increase in gas prices.
• Total revenues for the six months ended June 30, 2025, were $535,569, a 53.2% increase from $349,588 in the same period of 2024.
• The company had a working capital deficit of $3,384,529 and a cash balance of $5,199,825 as of June 30, 2025.
• Management has determined that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern through the next twelve months.
• Nasdaq issued a delisting notice on March 4, 2025, as the market value of listed securities (MVLS) closed below the $50,000,000 threshold for 30 consecutive business days; the company has until September 2, 2025, to regain compliance.

Sentiment

Score: 2

Explanation: The company faces substantial doubt about its ability to continue as a going concern, has received a delisting notice from Nasdaq, and experienced significant net losses. Key helium sales and tolling agreements are at risk of termination due to project delays, and substantial capital is still needed for critical infrastructure development. While there are long-term strategic goals and reserves, the immediate financial and operational challenges are severe.

Positives

• Total net revenue for the three months ended June 30, 2025, increased by 926.2% to $209,114, primarily due to a $0.71 per mcf increase in natural gas prices.
• Total net revenue for the six months ended June 30, 2025, increased by 53.2% to $535,569, driven by a $0.62 per mcf increase in natural gas prices.
• The company owns and operates 137,000 acres in Southeast New Mexico, holding substantial proved (85,498 MMcfe) and probable (166,430 MMcfe) hydrocarbon reserves, as well as significant net proved undeveloped (422 MMcf) and probable undeveloped (788 MMcf) helium reserves.
• The ongoing construction of the Pecos Slope Plant is expected to significantly increase helium and natural gas production rates and lower costs, potentially leading to consistent profitability for decades.
• Strategic diversification efforts are underway, including pursuing energy transition opportunities (net zero energy, blue hydrogen, blue ammonia) and engaging in the Methane Performance Certificate (MPC) market.
• A joint venture, Texas Critical Data Centers LLC, was established to develop a 250 MW gas-fired power plant and data center, with an initial contribution of $75,000 and an additional $750,000 made in July 2025.
• The management team and board of directors possess deep expertise in the global helium business, which is a competitive strength.
• Current global helium market conditions present a favorable opportunity due to historical supply shortages and anticipated demand growth, particularly in the electronics sector.

Negatives

• The net loss for the three months ended June 30, 2025, increased by 230.9% to $3,606,004 compared to the same period in 2024.
• The net loss for the six months ended June 30, 2025, increased by 255.4% to $6,926,260 compared to the same period in 2024.
• Management has raised substantial doubt about the company's ability to continue as a going concern through the next twelve months due to its liquidity condition and inability to sell sufficient shares under the EPFA at high enough prices.
• The company received a Nasdaq delisting notice on March 4, 2025, for failing to maintain a market value of listed securities (MVLS) above $50,000,000 for 30 consecutive business days, with a compliance deadline of September 2, 2025.
• Matheson Tri-Gas, Inc. (MTG) terminated its Gaseous Helium Agreement on July 2, 2025, because the Pecos Slope Plant had not commenced operations by July 1, 2025.
• AirLife Gases USA, Inc. has the right to terminate the Liquid Helium Agreement if the Commencement Date has not occurred by November 30, 2025, and the company does not anticipate meeting this deadline.
• Keyes Helium Company (KHC) has the right to terminate the Helium Tolling Agreement because the Tolling Commencement Date had not occurred by September 30, 2024, due to delays in securing financing.
• The company currently generates no revenue from helium production under its existing contract with IACX Energy, Inc.
• An estimated $45.0 million in additional capital is required to successfully develop the Pecos Slope field, with no assurance that this capital will be secured on favorable terms, if at all.
• A material weakness exists in internal control over financial reporting due to a small accounting and finance department and inadequate segregation of duties.
• General and administrative expenses increased significantly by $489,398 (46.9%) in Q2 2025 and $1,680,988 (94.0%) in H1 2025, partly due to increased public company costs (D&O insurance, filing costs, board compensation, advertising/marketing).
• Interest expense surged by $1,436,502 (1,807.3%) in Q2 2025 and $2,818,286 (2,015.6%) in H1 2025, primarily due to amortization of debt discount and debt issuance costs.
• Penalties for late payment on excise and withholding tax contributed to a $294,000 increase in other expenses for H1 2025.
• The Chief Financial Officer, Michael J. Rugen, resigned effective May 31, 2025, and three directors (William H. Flores, Phil Kornbluth, Stan Boroweic) resigned effective May 28-30, 2025.
• The sale of all or a portion of the securities offered in the prospectus could result in a significant decline in the public trading price of the common stock.
• Substantial future sales of common stock by existing stockholders could cause the market price to decline.
• The issuance of additional shares of Common Stock under Warrants may result in dilution for existing holders.
• Unexpired Tradeable Warrants may be redeemed prior to their exercise at a disadvantageous time, potentially rendering them worthless.
• The company is subject to a 1% excise tax under the Inflation Reduction Act of 2022 on certain stock repurchases, with an accrued liability of $1,029,003 as of December 31, 2024, plus additional interest and penalties.

Risks

• The company has a short operating history, making it difficult to evaluate its business and future prospects.
• There is no assurance of the completed construction and commencement of operations of the Pecos Slope Plant, and even if operational, the company may not generate adequate revenue to operate profitably or continue as a going concern.
• The company may not be able to raise enough capital (estimated $45.0 million) to successfully develop its Pecos Slope field, which could result in delays, jeopardize helium delivery contracts, and cause dilution or operational restrictions.
• Scientific and technological changes may impact the demand for helium, such as lower consumption in new MRI magnets or the discovery of substitutes.
• Global health crises or catastrophes and other unforeseen events or market conditions may dampen demand for helium and negatively impact financial performance.
• Helium demand in certain applications is somewhat elastic, meaning significant price increases could reduce long-term demand.
• Increases in extraction and production costs or disruptions in natural gas supplies could materially and adversely impact the business.
• Operating costs may exceed estimates due to factors outside of control, such as labor shortages or external price increases, which may not be passed on to customers.
• A delayed commencement date or other events could result in an early termination of certain material contracts, including the Liquid Helium Agreement with AirLife Gases USA, Inc. and the Helium Tolling Agreement with Keyes Helium Company.
• Proved and probable reserves and exploration areas may not yield helium in commercial quantities or quality, or at all.
• The Appraisal Reports involve a significant degree of uncertainty and are based on projections that may not prove to be accurate.
• The company has a material weakness in its internal control over financial reporting, which, if unremedied, could materially and adversely affect the market price of its stock.
• Performance may be negatively impacted by general and regional economic volatility or an economic downturn.
• The business may be adversely affected by the departure of members of the management team, Board of Directors, and key employees.
• The company faces uncertainty and costly compliance with government regulations, including environmental, health, and safety laws.
• Operating on federal and state lands subjects the company to additional regulations and royalty payments, with uncertainty regarding the actual royalty rates charged by the BLM for helium.
• Restrictions or lack of access to waste wells may prevent the operation of some or all of the wells that generate helium.
• The company may be required to remediate lands with releases of materials into the environment, which can be extremely costly.
• Obtaining permits for the construction and operation of the Pecos Slope Plant is uncertain in terms of cost, time, and outcome, potentially leading to delays or inability to obtain necessary authorizations.
• Legislation, regulation, and other government actions and shifting customer preferences related to greenhouse gas (GHG) emissions and climate change could increase operational costs and reduce demand for helium products.
• The price of the company's securities may be volatile, contributing to the loss of all or part of an investment.
• Future resales of common stock by selling shareholders and existing stockholders could cause the market price of securities to drop significantly.
• Failure to maintain proper and effective internal controls over financial reporting could impair the ability to produce accurate and timely financial statements.
• The company may not be able to comply with the continued listing standards of Nasdaq.
• If securities analysts do not publish research or reports, or issue unfavorable commentary, the price of common stock could decline.
• Unexpired Tradeable Warrants may be redeemed prior to their exercise at a time that may be disadvantageous, thereby making them worthless.
• The company may be subject to the 1% Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of ROCL Common Stock.
• Substantial future sales of shares of Common Stock could cause the market price to decline.
• The issuances of additional shares of Common Stock under Warrants may result in dilution of holders of Common Stock and have a negative impact on the market price.

Future Outlook

The company is transitioning its business model from a hydrocarbon focus to a helium-focused model, with the Pecos Slope Plant expected to commence operations in Q4 2025. This plant is anticipated to significantly increase helium and natural gas production and lower costs, potentially leading to consistent profitability for decades. The company also plans to diversify into energy transition opportunities, such as net zero energy, blue hydrogen, and blue ammonia, and engage in the Methane Performance Certificate market. Management expects to remain an emerging growth company for the foreseeable future. Probable undeveloped hydrocarbon and helium reserves are scheduled for development starting in 2029 and beyond to maintain plant capacity and fulfill long-term helium contracts. The company is evaluating the tax impacts of the recently enacted One Big Beautiful Bill Act (OBBBA).

Management Comments

• Management believes that its existing helium production distinguishes it from other emerging companies in the helium exploration and production space.
• Management believes that the operation of its own plant will significantly increase production rates of helium and natural gas and lower costs, thereby generating significant incremental revenue.
• Under ideal circumstances, management believes the Pecos Slope Plant can conceivably produce a sizeable revenue stream for decades to come and allow us to achieve consistent profitability.
• Based on the current stage of the development and construction of its Pecos Slope Plant and the advice of the engineering consultants, management believes that it is unlikely that we will be able to secure funding, complete construction of the helium extraction plant and commence helium deliveries in the near future, while management believes it is possible that it will occur prior to November 30, 2025.
• While it is possible that AirLife and KHC could terminate the abovementioned agreements in such situations, we believe that it is more likely that AirLife and KHC would try to renegotiate the agreement on terms that are less favorable for NEH.
• If KHC terminates the Helium Tolling Agreement, management believes it will be able to obtain alternative tolling services, since there is significant excess helium liquefaction capacity available in the United States.
• Management does not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would have a material adverse effect on our business, results of operations or financial condition.
• Management has determined that the Company's liquidity condition raises substantial doubt about the Company's ability to continue as a going concern through the twelve months following the issuance date of the June 30, 2025, financial statements.

Industry Context

The global helium market has historically experienced recurring supply shortages, which have driven up market prices. Geopolitical risks, such as the war in Ukraine and conflicts in the Middle East, have further heightened uncertainty regarding helium supplies. Demand for helium is projected to increase, particularly in the electronics sector, which is expected to surpass MRI as the leading application. The helium industry is largely controlled by six major multinational industrial gas companies, known as Helium Majors, who collectively account for approximately 85% of the world's supply. While many startup helium exploration companies have emerged, most have not progressed to actual production. The company's diversification into energy transition and Methane Performance Certificates aligns with broader industry trends towards sustainability and lower-carbon energy sources. However, new and evolving government regulations related to greenhouse gas emissions and climate change are increasing operational costs and may impact demand for hydrocarbon and helium products across the industry.

Comparison to Industry Standards

• The company believes its existing helium production distinguishes it from other emerging companies in the helium exploration and production space, suggesting a competitive advantage among smaller, newer entrants.
• The company aims to sell helium to 'Helium Majors' (e.g., Air Products and Chemicals, Inc., Air Liquide S.A., Linde PLC, Matheson Tri-Gas & Messer Group) and 'Tier 2' gas companies, indicating its position as a supplier within the established helium supply chain rather than a direct competitor to the largest integrated producers.
• The company's extensive reserves in Chaves County, New Mexico, and the anticipated Pecos Slope Plant completion are positioned to capitalize on market opportunities by providing a reliable domestic helium supply, contrasting with global supply uncertainties.

Management Changes

Corporate Governance

Legal Proceedings

• No pending or threatened legal proceedings that, if determined adversely, would have a material adverse effect on the business, results of operations, or financial condition.
• The company is actively involved in plugging a few of its wells, which is a routine operational activity subject to regulatory requirements.

Related Party Transactions

• As of December 31, 2024, there was an accounts payable balance of $1,354 due to Mike Rugen (former CFO) for reimbursable business-related travel expenses.
• In June 2024, the company assigned interest in certain properties in Chaves County, New Mexico, to Earnest Producing Corporation, an entity controlled by Joel Solis (the company's largest shareholder and former Chairman). This transaction was valued at $166,449 and was considered compensation for Mr. Solis's past contributions and for not continuing as a director.
• In July 2024, Tall City Well Service Co., LP, a company controlled by Joel Solis, entered into a Standby Retainer, Consulting and Services Agreement and a 10% Secured Convertible Debenture with the company. The debenture was subsequently repaid as a result of the Business Combination.
• Loans totaling $170,000 were received from E. Will Gray II (CEO) in 2023 and were repaid in 2024.
• Loans from Adrian Beeston (investor) and Joel Solis (former Chairman) in early 2024 were repaid in 2024.

Stakeholder Impact

• Shareholders face significant risk of dilution from the current secondary and primary offerings, as well as potential future capital raises. The volatility in stock price, the Nasdaq delisting notice, and substantial net losses could negatively impact investment value. However, some selling shareholders may still realize a positive return due to their initial purchase prices.
• Employees, particularly key management, are impacted by recent departures (CFO, directors) and the appointment of new board members. The company's ability to attract and retain qualified personnel is crucial for its future success.
• Customers, specifically AirLife Gases USA, Inc. and Keyes Helium Company, face uncertainty regarding helium supply and tolling services due to delays in the Pecos Slope Plant's commencement, potentially leading to contract renegotiations on less favorable terms or termination. Matheson Tri-Gas, Inc. has already terminated its agreement.
• Creditors, including holders of the AirLife Note and ATW AI Infrastructure LLC Convertible Notes, are exposed to the company's significant liquidity concerns and the 'going concern' doubt, which could affect the repayment of outstanding loans.
• Regulatory bodies, such as Nasdaq and environmental agencies, are impacting the company through delisting notices and increased compliance requirements related to GHG emissions and operational permits, adding to operational costs and management's burden.

Next Steps

• Complete construction and commence operations of the Pecos Slope Plant (expected Q4 2025).
• Secure project financing for Pecos Slope Plant development (estimated $45.0 million).
• Regain compliance with Nasdaq's MVLS rule by September 2, 2025, or risk delisting.
• Negotiate extensions for the Helium Tolling Agreement with Keyes Helium Company and the Liquid Helium Agreement with AirLife Gases USA, Inc.
• Develop probable undeveloped hydrocarbon and helium reserves (beginning 2029 and beyond).
• Evaluate and implement new lines of business, including trading Methane Performance Certificates and pursuing energy transition opportunities.
• Remediate the material weakness in internal control over financial reporting.
• Attract, train, and retain qualified personnel.
• Complete a Section 382 ownership study to evaluate the impact on net operating loss utilization.
• Evaluate potential tax impacts of the One Big Beautiful Bill Act (OBBBA).
• Seek a suitable replacement for resigned director Stan Boroweic.
• Pay outstanding excise tax liability and associated interest/penalties.

Key Dates

Recommendation

The company is in a precarious financial position, evidenced by substantial and increasing net losses, a significant working capital deficit, and management's explicit statement of 'substantial doubt about the Company's ability to continue as a going concern.' The Nasdaq delisting notice further underscores severe operational and financial instability. The termination of a key helium sales agreement and the high probability of other critical contracts being terminated due to project delays indicate significant execution risks in its core business transition. While the company possesses reserves and strategic diversification plans, the immediate and severe financial and operational challenges, coupled with the need for substantial, uncertain capital raises, present an extremely high-risk investment profile.

Keywords

Helium, Natural Gas, Oil, NGLs, Exploration, Production, Energy, Digital, SEC Filing, S-1/A, Nasdaq, Business Combination, Pecos Slope Plant, Reserves, Capital Raise, Going Concern, Delisting, Risk Factors, Corporate Governance, Financial Performance, Texas Critical Data Centers, AI, HPC, Methane Performance Certificate, ESG