SEC Form 424B3 filed by New Era Energy & Digital Inc.

New Era Energy & Digital, Inc.

19,267,595 Shares of Common Stock Offered by the Selling Stockholders

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 common stock, par value $0.0001 per share (“common stock”), held by the selling stockholders described herein, including (a) 11,547,344 shares of common stock underlying the Note (as defined herein), (b) 5,500,000 shares of common stock underlying the First Tranche Warrant (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 stock held by certain of the selling stockholders herein, (ii) 5,750,000 shares of our common stock that may be issued upon the exercise of the 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) 20,289 warrants issued in a private placement simultaneously with the closing of the IPO (the “Private Tradeable Warrants” and together with the Public Tradeable Warrants, the “Tradeable Warrants”) which became warrants of the Company pursuant to the Business Combination. These securities may be issued, offered and sold, as applicable, by us or the selling stockholders named in this prospectus or in any supplement to this prospectus from time to time in accordance with the provisions set forth under “Plan of Distribution.”

We are not selling any securities pursuant to this prospectus, and we will not receive any of the proceeds from the sale of shares of our 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 on terms to be determined by market conditions and other factors at the time of any such offerings. The selling stockholders may sell the securities at prevailing market prices or at prices negotiated with buyers. The selling stockholders will be responsible for any underwriting commissions and discounts, brokerage fees, applicable taxes, underwriting marketing costs and other fees. We will be responsible for the fees and expenses incurred in connection with the registration of the securities described in this prospectus. This prospectus provides you with a general description of these securities and the general manner in which the selling stockholders will offer the securities. Each time securities are offered by the selling stockholders, we will provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus.

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 the investors listed thereto (the “Amended and Restated Registration Rights Agreement”), (ii) Registration Rights Agreement, dated December 6, 2024, by and between New Era Helium Inc. and ATW AI Infrastructure LLC (the “EPFA Registration Rights Agreement”), (iii) Registration Rights Agreement, dated December 6, 2024, by and between New Era Helium Inc. and ATW AI Infrastructure II LLC (the “Warrants Registration Rights Agreement” and together with the Amended and Restated Registration Rights Agreement and the EPFA Registration Rights Agreement, the “Registration Rights Agreements”), and (iv) Membership Interest Purchase 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”) unless earlier redeemed by the Company and has an interest rate of 10% per annum payable on the Maturity Date in cash. On the Maturity Date, 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 of common stock of the Company at a conversion rate based on the trailing 30-day volume weighted average price (“VWAP”) of the Company’s common stock, subject to certain customary conditions. Pursuant to the SharonAI Purchase Agreement, and upon the terms and conditions set forth therein, the Company agreed to register for resale the common stock underlying such Note as promptly as practicable following their issuance. Based on the floor price of $0.87 (the “Floor Price”) set forth in the Note (and assuming such shares are not subject to a 19.99% ownership cap and the Company has obtained an appropriate shareholder vote), the maximum number of shares of common stock issuable to SharonAI, Inc. pursuant to the Note is 11,547,344. Consequently, we are registering the maximum number of shares issuable under the Note at the Floor Price. See “Selling Stockholders – Registration Rights Agreements” and “Selling Stockholders – SharonAI Purchase Agreement.” We are registering 5,750,000 shares of common stock underlying our Public Tradeable Warrants and 20,289 Private Tradeable Warrants pursuant to the Warrant Agreement, dated November 30, 2021, by and between Roth CH Acquisition V Co. and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

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 Warrants was $2.39.

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

You should read carefully this prospectus, the documents incorporated by reference in this prospectus and any prospectus supplement before you invest. See “Risk Factors” beginning on page 3 of this prospectus for information on certain risks related to the purchase of our securities.

The selling stockholders may sell the securities directly, or to or through underwriters or dealers, and also to other purchasers or through agents. The names of any underwriters or agents that are included in a sale of securities to you, and any applicable commissions or discounts, will be stated in any accompanying prospectus supplement. In addition, the underwriters, if any, may over-allot a portion of the securities.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 2, 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the SEC using a “shelf” registration process. Under this shelf registration process, we and the selling stockholders may issue, offer and sell, as applicable, from time to time the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities that are registered hereunder that may be offered by the selling stockholders or issued by us. Each time the selling stockholders offer and sell the securities, the selling stockholders may provide you with a prospectus supplement that will describe, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.

Any prospectus supplement may add, update, or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in any prospectus supplement. The information in this prospectus is accurate as of its date. Additional information, including our financial statements and the notes thereto, is incorporated in this prospectus by reference to our reports filed with the SEC. Therefore, before you invest in our securities, you should carefully read this prospectus and any prospectus supplement relating to the securities offered to you together with the additional information incorporated by reference in this prospectus and any prospectus supplement (including the documents described under the heading “Where You Can Find More Information” and “Documents Incorporated by Reference” in both this prospectus and any prospectus supplement). This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.

You should rely only on the information contained in or incorporated by reference in this prospectus or any prospectus supplement. Neither we nor the selling stockholders have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we, the selling stockholders nor anyone acting on our behalf is making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information incorporated by reference or provided in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

Unless the context otherwise requires, throughout this prospectus and any applicable prospectus supplement, the words “we,” “us,” the “registrant,” “the Company,” or “NUAI” refer to the consolidated operations of New Era Energy & Digital, Inc., formerly known as Roth CH V Holdings, Inc., and Roth CH Acquisition V Co. and New Era Helium Inc., and New Era Helium Corp.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), that registers the offer and sale of the securities covered by this prospectus. The registration statement, including the exhibits attached thereto and incorporated by reference therein, contains additional relevant information about us. In addition, we file annual, quarterly and other reports and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our SEC filings are available on the SEC’s website at www.sec.gov.

We make available free of charge on or through our website, www.newerainfra.ai, our filings with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We make our website content available for information purposes only. Information contained on our website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” the information we have filed with the SEC. This means that we can disclose important information to you without actually including the specific information in this prospectus by referring you to other documents filed separately with the SEC. The information incorporated by reference is an important part of this prospectus. Information that we later provide to the SEC, and which is deemed to be “filed” with the SEC, will automatically update information previously filed with the SEC, and may update or replace information in this prospectus and information previously filed with the SEC.

We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the SEC), after the date on which the registration statement was initially filed with the SEC (including all such documents that we may file with the SEC after the date the registration statement was initially filed and prior to the effectiveness of the registration statement) until all offerings under the registration statement of which this prospectus forms a part are completed or terminated:

These reports contain important information about us, our financial condition and our results of operations.

You may obtain copies of any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at the address provided above. You also may request a copy of any document incorporated by reference in this prospectus (including exhibits to those documents specifically incorporated by reference in this prospectus), at no cost, by writing or telephoning us at:

New Era Energy & Digital, Inc.

Attention: Investor Relations

4501 Santa Rosa Dr.

Midland, Texas 79707

(432) 695-6997

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents to which the Company refers you to in this prospectus, as well as oral statements made or to be made by the Company, include certain “forward-looking statements” within the meaning of federal securities laws with respect to the businesses, strategies and plans of the Company and its expectations relating to its future financial condition and performance. Statements included in this prospectus that are not historical facts are forward-looking statements, including statements about the beliefs and expectations of the management of the Company. Words such as “believe,” “continue,” “could,” “expect,” “plan,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “potential,” “predict”, “should,” “may,” “might,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements.

Any forward-looking statements in this prospectus, any prospectus supplement, and the information incorporated by reference in this prospectus and each prospectus supplement reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, as supplemented by our Quarterly Reports on Form 10-Q, and discussed elsewhere in this prospectus, each prospectus supplement, and the information incorporated by reference in this prospectus and each prospectus supplement. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

All subsequent written or oral forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company is not under any obligation, and the Company expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except as may be required by law.

RISK FACTORS

An investment in our securities involves a significant degree of risk. Before you invest in our securities, you should carefully consider those risk factors included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and any subsequently filed Current Reports on Form 8-K, each of which is incorporated herein by reference, and those risk factors that may be included in any applicable prospectus supplement, together with all of the other information included in this prospectus, any prospectus supplement and the documents we incorporate by reference, in evaluating an investment in our securities. If any of these risks were actually to occur, our business, financial condition or results of operations could be materially adversely affected. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations and financial condition. Please read “Cautionary Statement Regarding Forward-Looking Statements.”

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the common stock offered by the selling stockholders under this prospectus. Any proceeds from the sale of common stock under this prospectus will be received by the selling stockholders.

We will use the net proceeds we receive from the exercise of the Tradeable Warrants covered by this prospectus for general corporate purposes, which may include, among other things, paying or refinancing all or a portion of our indebtedness at the time, and funding acquisitions, capital expenditures and working capital.

The Company may receive up to an aggregate of approximately $68.8 million from the exercise of the Tradeable Warrants covered by this prospectus, assuming the exercise in full of all of the Tradeable Warrants for cash. There is no assurance that the holders of the Tradeable Warrants will elect to exercise any or all of the Tradeable Warrants. To the extent that Tradeable Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Tradeable Warrants will decrease, potentially to zero. On January 30, 2026, the exercise price per share of the Tradeable Warrants is $11.50.

The exercise price of the Tradeable Warrants is higher than the current market price of our common stock and accordingly, it is unlikely that Tradeable Warrant holders will exercise their Tradeable Warrants in the near future. Cash proceeds associated with the exercises of the Tradeable Warrants are dependent on our stock price and given the recent price volatility of our common stock, there is no certainty that Tradeable Warrant holders will exercise their warrants and, accordingly, we may not receive any cash proceeds in relation to our outstanding Tradeable Warrants. See “Description of Capital Stock” for additional information regarding the Tradeable Warrants.

DESCRIPTION OF CAPITAL STOCK

The following description of our common stock is not complete and may not contain all the information you should consider before investing in our common stock. This description is a summary of certain provisions contained in, and is qualified in its entirety by reference to, our amended and restated articles of incorporation, as amended (the “Articles of Incorporation”), and our amended and restated bylaws (the “Bylaws”).

Authorized Capital Stock

Under the Articles of Incorporation, our authorized capital stock consists of 245 million shares of common stock, par value $0.0001 per share, and 5 million shares of preferred stock, par value $0.0001 per share.

Common Stock

Dividend Rights. Subject to the rights, if any, of the holders of any outstanding series of our preferred stock, holders of our common stock are entitled to receive dividends out of any of our funds legally available when, as and if declared by our board of directors of the Company (the “Board”).

Voting Rights. Each holder of common stock is entitled to one vote per share on all matters on which stockholders are generally entitled to vote. The Articles of Incorporation do not provide for cumulative voting in the election of directors.

Liquidation. If we liquidate, dissolve or wind up our affairs, holders of our common stock are entitled to share proportionately in all assets available for distribution to stockholders, subject to the rights, if any, of the holders of any outstanding series of our preferred stock.

Other Rights. All of our outstanding shares of common stock are fully paid and nonassessable. The holders of our common stock have no preemptive rights and no rights to convert their common stock into any other securities, and our common stock is not subject to any redemption or sinking fund provisions.

Preferred Stock

Under the Articles of Incorporation and subject to the limitations prescribed by law, the Board may issue preferred stock in one or more series and may establish from time to time the number of shares to be included in such series and may fix the designation, the voting powers, if any, and preferences and relative participating, optional or other rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof.

When and if the Company issues any shares of preferred stock, the Board will establish the number of shares and designation of such series and the voting powers, if any, and preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, for the particular series of preferred stock.

Tradeable Warrants

As of January 21, 2026, 5,980,750 warrants to purchase shares of our common stock are outstanding, comprised of 5,750,000 Public Tradeable Warrants and 230,750 Private Tradeable Warrants (collectively, the “Tradeable Warrants”). The Tradeable Warrants were originally issued in the initial public offering of Roth CH Acquisition V Co., and became warrants of the Company following the Business Combination. Except with respect to certain registration rights and transfer restrictions, the Public Tradeable Warrants and the Private Tradeable Warrants are identical. Each whole Tradeable Warrant entitles the registered holder to purchase one share of our common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, at any time commencing thirty (30) days after December 6, 2024. Pursuant to the Warrant Agreement for the Tradeable Warrants, a Tradeable Warrant holder may exercise its warrants only for a whole number of shares of common stock. This means that only a whole Tradeable Warrant may be exercised at any given time by a Tradeable Warrant holder. However, no Tradeable Warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the Tradeable Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Tradeable Warrants is not effective within 120 days from December 6, 2024, the Tradeable Warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise Tradeable Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the whole Tradeable Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the “fair market value” and the exercise price of the Tradeable Warrants by (y) the fair market value. The “fair market value” shall mean the average reported closing price of the shares of common stock for the ten (10) trading days ending on the trading day prior to the date of exercise. The warrants will expire five years from December 6, 2024 at 5:00 p.m., New York City time.

We may call the outstanding Tradeable Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a Tradeable Warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such Tradeable Warrant.

If we call the Tradeable Warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the Tradeable Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the “fair market value” and the exercise price of the Tradeable Warrants by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported closing price of the shares of common stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of the Tradeable Warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our common shares at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.

The Tradeable Warrants were issued in registered form under the Warrant Agreement. The Warrant Agreement for the Tradeable Warrants provides that the terms of the Tradeable Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding Tradeable Warrants in order to make any change that adversely affects the interests of the registered holders.

The exercise price and number of shares of common stock issuable on exercise of the Tradeable Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.

The Tradeable Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The Tradeable Warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their Tradeable Warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the Tradeable Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Except as described above, no Tradeable Warrants will be exercisable for cash and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such Tradeable Warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the Warrant Agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the Tradeable Warrants until the expiration of the Tradeable Warrants. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the Tradeable Warrants reside, we will not be required to net cash settle or cash settle the Tradeable Warrant exercise, the Tradeable Warrants may have no value, the market for the Tradeable Warrants may be limited and the Tradeable Warrants may expire worthless.

Tradeable Warrant holders may elect to be subject to a restriction on the exercise of their Tradeable Warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.9% of the shares of common stock outstanding.

No fractional shares will be issued upon exercise of the Tradeable Warrants. If, upon exercise of the Tradeable Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the Tradeable Warrant holder.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Investor Warrants

Pursuant to a securities purchase agreement, dated December 6, 2024, by and between us and ATW AI Infrastructure II LLC (together with the Form of First Tranche Warrant and Form of Second Tranche Warrant issued on December 6, 2024, the “Warrant Purchase Agreement”), we issued and sold to ATW AI Infrastructure II LLC warrants to purchase shares of our common stock, comprised of two tranches (the “First Tranche Warrant” and “Second Tranche Warrant” and together, the “Investor Warrants”). The Warrant Purchase Agreement was amended by that certain Consent and Waiver, dated January 16, 2026, by and between us and ATW AI Infrastructure II LLC, pursuant to which, among other things, we agreed to reduce the exercise price of the First Tranche Warrant to $2.00 per share and include standard cashless exercise language to the First Tranche Warrant and Second Tranche Warrant. The Investor Warrants may be exercised on any day on or after December 6, 2024, in whole or in part at $2.00 per share for the First Tranche Warrant and $10.00 per share for the Second Tranche Warrant, subject to certain adjustments as provided in the applicable Warrant.

The number of shares of common stock issuable upon exercise of the First Tranche Warrant is equal to the quotient of (i) the product of (x) $10 million minus any amounts previously paid to exercise the Investor Warrants and (y) multiplied by 110%, and (ii) divided by the exercise price then in effect. Currently, the number of shares of common stock issuable upon exercise of the First Tranche Warrant is equal to 5,500,000, assuming an exercise price of $2.00. The number of shares of common stock issuable upon exercise of the Second Tranche Warrant is equal to 2,140,000, subject to certain adjustments.

The First Tranche Warrant and Second Tranche Warrant will expire on the twenty (20)-month anniversary and the five (5) year anniversary, respectively, of the effective date of the registration statement registering the resale of the shares of common stock underlying the Investor Warrants. Subject to certain exceptions outlined in the Investor Warrants, including, but not limited to, equity issuances in connection with its equity incentive plan and certain strategic acquisitions, if the Company sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any shares of common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to acquire, common stock, or any warrant, option, subscription or purchase right with respect to any such convertible, exchangeable or other security, at an effective price per share less than the exercise price of the Investor Warrants then in effect, the exercise price of the Investor Warrants will be reduced to equal the effective price per share in such dilutive issuance. Further, the exercise price of the Investor Warrants is subject to the Warrant Floor Price (as defined in the Warrant Purchase Agreement). On each Warrant Floor Price Reset Date (as defined in the Warrant Purchase Agreement), the Warrant Floor Price will be reduced to 20% of the average VWAP during the five (5) trading days immediately prior to such Warrant Floor Price Reset Date. Additionally, we may reduce the Warrant Floor Price to any amount set forth in a written notice to ATW AI Infrastructure II LLC, provided that any such reduction will be irrevocable and will not be subject to increase thereafter.

Further, until the later of the date on which (i) no Investor Warrants are outstanding and (ii) the Company is eligible to register the offer and sale of its securities on Form S-3, the Company and its subsidiaries are prohibited from effecting or entering into an agreement to effect any Subsequent Placement (as defined in the Warrant Purchase Agreement) involving a Variable Rate Transaction. A “Variable Rate Transaction” means a transaction in which the Company or any subsidiary (a) issues or sells any Convertible Securities (as defined in the Warrant Purchase Agreement) either (x) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such Convertible Securities, or (y) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the common stock, other than pursuant to a customary “weighted average” anti-dilution provision or (b) enters into any agreement (including, without limitation, an equity line of credit or an “at-the-market” offering) whereby the Company or any subsidiary may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights).

Pursuant to the terms of the Warrant Purchase Agreement, the Company is required to cause the stockholders to approve (i) the issuance of all of the shares of common stock underlying the Investor Warrants in compliance with the rules and regulations of the Nasdaq and (ii) an amendment to the articles of incorporation to increase the number of authorized shares of capital stock of the Company to 250,000,000. On January 2, 2025, a majority of the stockholders of the Company approved such resolutions.

ATW AI Infrastructure II LLC will not have the right to exercise any portion of the Investor Warrants to the extent that, after giving effect to such exercise, ATW AI Infrastructure II LLC (together with certain related parties) would beneficially own in excess of the Ownership Limitation (as defined in the Warrant Purchase Agreement) of shares of our common stock outstanding immediately after giving effect to such conversion. The Ownership Limitation may be raised or lowered to any other percentage not in excess of 9.99%, at the option of the holder, except that any increase will only be effective upon 61 days’ prior written notice to us.

Anti-Takeover Effects of Provisions of the Articles of Incorporation, Bylaws and Nevada Law

We are a Nevada corporation and are governed by the Nevada Revised Statutes (“NRS”). The Articles of Incorporation, Bylaws and NRS contain provisions that could have an effect of delaying, deferring or preventing a change in control of the Company.

Authorized but Unissued Shares. The authorized but unissued shares of our common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the Nasdaq. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.

Combinations with Interested Stockholders. Nevada’s “combinations with interested stockholders” statutes, NRS 78.411 through 78.444, inclusive, prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the board of directors and 60 percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the then outstanding shares of the corporation. The definition of “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.” However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment. Our Articles of Incorporation do not include such an election to opt-out of these provisions.

Acquisition of Controlling Interests. Nevada’s “acquisition of controlling interest” statutes, NRS 78.378 through 78.3793, inclusive, contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply.

Number of Directors; Filling Vacancies; Removal. The Articles of Incorporation and Bylaws provide that the Company’s business and affairs will be managed by or under the direction of the Board. The Articles of Incorporation and Bylaws provide that the Board will consist of not less than one member, with the exact number of directors to be fixed exclusively by the Board. In addition, the Bylaws provide that any Board vacancy, including a vacancy resulting from an increase in the number of directors, may be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board, or by the sole remaining director, unless the Board determines by resolution that such vacancies or newly created directorships shall be filled by stockholders. The Articles of Incorporation provide that any director, or the entire Board, may be removed from office at any time only for cause by the affirmative vote of the holders of more than 60 percent of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors. These provisions may prevent stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees.

Special Meetings. The Bylaws provide that special meetings of the stockholders may only be called by the Board, certain officers of the Company or holders of shares entitled to cast not less than 33.4 percent of votes at the special meeting.

Amendments to the Bylaws. The Articles of Incorporation provide that the Board has the power to adopt, amend or repeal the Bylaws. The Bylaws provide that stockholders shall also have power to adopt, amend or repeal the Bylaws; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Company required by law or by the Articles of Incorporation, such action by stockholders shall require the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.

Requirements for Advance Notification of Stockholder Nomination and Proposals. Under the Bylaws, stockholders of record are able to nominate persons for election to the Board or bring other business constituting a proper matter for stockholder action at annual meetings only by providing proper notice to the Company secretary. Proper notice must be received not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year (or, in some cases, prior to the 10th day following the announcement of the meeting) and must include, among other information, the name and address of the stockholder giving the notice and the class and number of shares owned by such stockholder, certain information relating to each person whom such stockholder proposes to nominate for election as a director and a brief description of any business such stockholder proposes to bring before the meeting. Nothing in the Bylaws will be deemed to affect any rights of stockholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. Contests for the election of directors or the consideration of stockholder proposals will be precluded if the proper procedures are not followed. Third parties may therefore be discouraged from conducting a solicitation of proxies to elect their own slate of directors or to approve their own proposals.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company.

Listing

Our common stock is listed on the Nasdaq under the ticker symbol “NUAI.” Our Public Tradeable Warrants are listed on the Nasdaq under the ticker symbol “NUAIW.”

SELLING STOCKHOLDERS

This prospectus covers the public resale of (i) 19,267,595 shares of our common stock held by the selling stockholders described herein, including (a) 11,547,344 shares of common stock underlying the Note, (b) 5,500,000 shares of common stock underlying the First Tranche Warrant, (c) 2,140,000 shares of common stock underlying the Second Tranche Warrant, (d) 20,289 shares of common stock underlying the Private Tradeable Warrants and (e) 59,962 shares of common stock held by certain of the selling stockholders herein, (ii) 5,750,000 shares of common stock issuable upon exercise of the Public Tradeable Warrants, and (iii) 20,289 Private Tradeable Warrants issued by us to the selling stockholders named below, which we refer to collectively herein as the “Securities”. The selling stockholders may from time to time offer and sell pursuant to this prospectus any or all of the Securities owned by them, but make no representation that any of the Securities will be offered for sale. Except as may be updated in our most recent Annual Report on Form 10-K, including any proxy statement incorporated into such Annual Report or subsequently filed, the selling stockholders are not a director, or officer or employee of ours or an affiliate of such person. The tables below present information regarding the selling stockholders and the Securities that the selling stockholders may offer and sell from time to time under this prospectus. The term “selling stockholders” includes the stockholders listed in the table below and their transferees, pledgees, donees, assignees or other successors.

The following tables set forth:

All information with respect to common stock or Private Tradeable Warrant ownership of the selling stockholders has been furnished by or on behalf of the selling stockholders and is as of January 22, 2026. Based on information supplied by the selling stockholders, except as may otherwise be indicated in the footnotes to the table below, the selling stockholders have sole voting and dispositive power with respect to the common stock reported as owned by them.

Because the selling stockholders identified in the tables may sell some or all of the Securities owned by them which are included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the Securities, no estimate can be given as to the number of Securities available for resale hereby that will be held by the selling stockholders upon termination of this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the common stock or Private Tradeable Warrants they hold in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information set forth on the table below. We have, therefore, assumed for the purposes of the following tables, that the selling stockholders will sell all of the Securities beneficially owned by them that are covered by this prospectus, but will not sell any other shares of our common stock that they may presently own. The percent of beneficial ownership for the selling stockholders is based on 53,623,529 shares of our common stock and 230,750 Private Tradeable Warrants outstanding as of January 21, 2026, respectively.

Registration Rights Agreements

Amended and Restated Registration Rights Agreement

On December 6, 2024, in connection with the closing of the Business Combination, Roth CH V Holdings, Inc., certain stockholders of Roth CH V Holdings, Inc. and New Era Helium Corp. entered into the Amended and Restated Registration Rights Agreement, pursuant to which Roth CH V Holdings, Inc. agreed to register for resale certain shares of its common stock and warrants held by such stockholders from time to time. The Amended and Restated Registration Rights Agreement amends and restates the registration rights agreement that was entered into by Roth CH Acquisition V Co. and the other parties thereto in connection with Roth CH Acquisition V Co.’s initial public offering. Pursuant to the Amended and Restated Registration Rights Agreement, the selling stockholders have certain rights briefly outlined below, upon the terms and conditions set forth therein.

Registration Rights. Subject to certain limitations, we were, within 30 business days following the Business Combination, required to (i) file with the SEC a shelf registration statement registering the resale of the Registrable Shares (as defined in the Amended and Restated Registration Rights Agreement, as applicable) on a delayed and continuous basis, (ii) use commercially reasonable efforts to have the registration statement declared effective as soon as reasonably practicable thereafter, and (iii) use commercially reasonable efforts to maintain the effectiveness of the registration statement until the earlier of such time as (a) all of the Registrable Securities have been sold and (b) all of the Registrable Securities have been sold or may be sold pursuant to Rule 144(b) under the Securities Act.

Shelf Takedowns. Subject to certain limitations, the selling stockholders are entitled to request shelf takedowns, including underwritten shelf takedowns so long as the minimum market price of the shares to be included in the offering is $75 million, subject to certain other limitations, including the Company’s ability to delay such shelf takedowns in certain circumstances.

Piggyback Rights. Subject to certain limitations, the selling stockholders are entitled to request to participate in, or “piggyback” on, registrations of any of our common stock for sale by us in an underwritten offering.

Conditions and Limitations. The registration rights outlined above are subject to conditions and limitations, including the right of the underwriters, as applicable, to limit the number of shares to be included in a registration statement and our right to delay or withdraw a registration statement under specified circumstances.

Expenses and Indemnification. In connection with any registration effected pursuant to the terms of the Amended and Restated Registration Rights Agreement, we are required to pay for all of the fees and expenses incurred in connection with such registration, including, without limitation, registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses and fees and disbursements to our counsel and accountants. However, the underwriting commissions and discounts, brokerage fees, applicable taxes, underwriting marketing costs and other fees and expenses of counsel for a holder payable in respect of registrable securities included in any registration are to be paid by the persons including such registrable securities in any such registration on a pro rata basis. We have also agreed to indemnify the holders of registrable securities and each of their respective officers, directors, and each person who controls such holders, against all losses, claims, damages, liabilities and expenses with respect to each registration effected pursuant to the Amended and Restated Registration Rights Agreement.

EPFA Registration Rights Agreement and Warrants Registration Rights Agreement

On December 6, 2024, following the closing of the Business Combination, the Company entered into the (i) EPFA Registration Rights Agreement with respect to the resale of the shares of common stock issuable pursuant to the terms of the (a) Equity Purchase Facility Agreement, by and between the Company and ATW AI Infrastructure LLC and (b) the notes issued thereto, and (ii) Warrants Registration Rights Agreement with respect to the resale of the shares of common stock issuable pursuant to the terms of the Securities Purchase Agreement, by and between the Company and ATW AI Infrastructure II LLC. Pursuant to the EPFA Registration Rights Agreement and Warrant Registration Rights Agreement, the selling stockholders have certain rights briefly outlined below, upon the terms and conditions set forth therein.

Registration Rights. Subject to certain limitations, we were, within 30 calendar days following the effective date of the EPFA Registration Rights Agreement and Warrant Registration Rights Agreement, required to (i) file with the SEC a shelf registration statement registering the resale of the Registrable Shares (as defined in the EPFA Registration Rights Agreement and Warrant Registration Rights Agreement, as applicable) on a delayed and continuous basis, (ii) use commercially reasonable efforts to have the registration statement declared effective as soon as reasonably practicable thereafter, and (iii) use commercially reasonable efforts to maintain the effectiveness of the registration statement until the earlier of such time as (a) all of the Registrable Securities have been sold and (b) all of the Registrable Securities have been sold or may be sold pursuant to Rule 144(b) under the Securities Act.

Piggyback Rights. Subject to certain limitations, the selling stockholders are entitled to request to participate in, or “piggyback” on, registrations of any of our common stock for sale by us in an underwritten offering.

Conditions and Limitations. The registration rights outlined above are subject to conditions and limitations, including the right of the underwriters, as applicable, to limit the number of shares to be included in a registration statement and our right to delay or withdraw a registration statement under specified circumstances.

Expenses and Indemnification. In connection with any registration effected pursuant to the terms of the Registration Rights Agreements, we are required to pay for all of the fees and expenses incurred in connection with such registration, including, without limitation, registration fees, listing and qualification fees, printing expenses, fees and expenses of our counsel and accountants (including legal fees of such selling stockholder’s counsel associated with the review of the registration statement). We have also agreed to indemnify the holders of registrable securities and each of their respective officers, directors, partners, employees, agents, representatives, and each person who controls such holders, against all losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement and expenses (joint or several) with respect to each registration effected pursuant to the EPFA Registration Rights Agreement and Warrants Registration Rights Agreement.

SharonAI Purchase Agreement

On January 16, 2026, the Company entered into the SharonAI Purchase Agreement with SharonAI, Inc. (“SharonAI”) pursuant to which the Company acquired 100% of SharonAI’s 50% interest in TCDC. The Company paid a portion of the purchase price to SharonAI by issuing the Note to SharonAI. Pursuant to the SharonAI Purchase Agreement, and upon the terms and conditions set forth therein, the Company agreed to register for resale the common stock underlying such Note as promptly as practicable following their issuance. On the Maturity Date, SharonAI has the option to convert up to $10,000,000 of the Note into shares of common stock of the Company at a conversion rate based on the trailing 30-day VWAP of the Company’s common stock, subject to certain customary conditions. Based on the Floor Price set forth in the Note (and assuming such shares are not subject to a 19.99% ownership cap and the Company has obtained an appropriate shareholder vote), 11,547,344 is the maximum number of shares of common stock issuable to SharonAI, Inc. pursuant to the Note. Pursuant to the listing rules of the Nasdaq, until shareholder approval is obtained, we cannot issue more than 19.99% of the outstanding shares of common stock as of January 15, 2026 pursuant to the Note at an average price that would be less than the Nasdaq Minimum Price, or $4.55, which is the closing price on the date immediately prior to the execution of the SharonAI Purchase Agreement. See “Selling Stockholders—Material Relationships with Selling Stockholders” for more information.

Warrant Agreement

The Tradeable Warrants were issued under the Warrant Agreement. Pursuant to the Warrant Agreement, the Company agreed that as soon as practicable, but in no event later than thirty (30) business days after the Business Combination, it would use its best efforts to file with the SEC a registration statement for the registration of the shares of common stock issuable upon exercise of the Tradeable Warrants, and to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Tradeable Warrants in accordance with the provisions of the Warrant Agreement. For more information regarding the Warrant Agreement, please read “Description of Capital Stock—Tradeable Warrants.”

Material Relationships with Selling Stockholders

Executive Officers

E. Will Gray II is our Chief Executive Officer. He has voting and dispositive power on shares owned by Pecos Slope Holdings LLC. Joel G. Solis is the Co-Founder and was the Chairman of New Era Helium Corp. until December 6, 2024.

SharonAI

On December 19, 2025, the Company and SharonAI entered into a Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers LLC (the “Term Sheet”), setting forth the terms and conditions for the sale by SharonAI of 100% of its 50% interest in TCDC to the Company. TCDC is a joint venture between SharonAI and the Company formed to fund, develop, and construct a data center site project with behind the meter natural gas-fired power in Ector County, Texas. On January 16, 2026, the Company and SharonAI entered into the SharonAI Purchase Agreement. The SharonAI Purchase Agreement contains customary representations, warranties, covenants and obligations. Additionally, the Company, as borrower, entered into a Senior Secured Convertible Promissory Note (the “Note”) with SharonAI, as lender, for an aggregate principal amount of $50,000,000. The Note matures on the Maturity Date unless earlier redeemed by the Company and has an interest rate of 10% per annum payable on the Maturity Date in cash. On the Maturity Date, SharonAI has the option to convert up to $10,000,000 of the Note into shares of common stock of the Company at a conversion rate based on the trailing 30-day VWAP of the Company’s common stock, subject to certain customary conditions.

The total consideration payable by the Company to SharonAI pursuant to the SharonAI Purchase Agreement will be approximately $70,000,000, of which, (a) $10,000,000 will be payable in cash, with (i) $150,000 payable as a non-refundable deposit within 14 days of December 19, 2025, and (ii) $9,850,000 payable upon the occurrence of certain events, but no later than March 31, 2026; (b) $10,000,000 will be payable in common stock or other securities of the Company upon its next equity financing, but no later than March 31, 2026; and (c) $50,000,000, plus any accrued and unpaid interest thereon, will be paid pursuant to the repayment of the Note (unless otherwise partially converted into shares of common stock by SharonAI).

The sale of the interests of TCDC was subject to the condition that SharonAI reimburse the Company for SharonAI’s portion of the amount required to be contributed to TCDC for TCDC to purchase the Additional 203 Acres (as defined below). SharonAI reimbursed the Company on January 7, 2026 in the amount of approximately $2,550,000.

Joel Solis

On October 23, 2025, the Company entered into a secured promissory note (the “Solis Note”) with Joel Solis, who formerly served as a director of the Company, and Aventus Properties LLC. Pursuant to the terms of the Solis Note, the Company agreed to provide a loan in the principal amount of $4,000,000. The loan bears interest on the outstanding principal balance at a rate per annum equal to the lesser of (i) eighteen percent (18%), compounded annually, or (ii) the Maximum Rate, defined as the highest non-usurious rate of interest permitted under applicable law. The Solis Note includes customary covenants, representations, warranties, and events-of-default provisions. The loan is secured by a deed of trust on certain real property located in Odessa, Texas, and Pecos, Texas, which will be recorded in the real property records of Ector County and Reeves County, Texas. The Solis Note matured on December 6, 2025 and was repaid on December 8, 2025.

Please see our most recent Annual Report on Form 10-K and proxy for additional descriptions of the nature of any position, office, or other material relationship which the selling stockholders have had within the past three years with us and our affiliates.

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their securities or interests in the securities on any stock exchange, market or trading facility on which the securities are traded or in private transactions. The selling stockholders may sell their securities from time to time at the prevailing market price or in privately negotiated transactions.

The selling stockholders may use any one or more of the following methods when disposing of securities or interests therein:

The selling stockholders may sell the securities at fixed prices, at prices then-prevailing or related to the then current market price or at negotiated prices. The offering price of the securities from time to time will be determined by the selling stockholders and, at the time of the determination, may be higher or lower than the market price of our common stock on the Nasdaq or any other exchange or market.

The securities may be sold directly or through broker-dealers acting as principal or agent, or pursuant to a distribution by one or more underwriters on a firm commitment or best-efforts basis. The selling stockholders may also enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers of other financial institutions may engage in short sales of our common stock in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). In connection with an underwritten offering, underwriters or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or from purchasers of the offered securities for whom they may act as agents. In addition, underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The selling stockholders and any underwriters, dealers or agents participating in a distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act, and any profit on the sale of the securities by the selling stockholders and any commissions received by broker-dealers may be deemed to be underwriting commissions under the Securities Act.

The selling stockholders may agree to indemnify an underwriter, broker-dealer or agent against certain liabilities related to the selling of their securities, including liabilities arising under the Securities Act. Under the Registration Rights Agreements, we have agreed to indemnify the selling stockholders against certain liabilities related to the sale of the common stock, including certain liabilities arising under the Securities Act. Under the Registration Rights Agreements, we have also agreed to pay the costs, expenses and fees of registering the securities. All other expenses of issuance and distribution will be borne by the selling stockholders as set forth in the applicable Registration Rights Agreement.

The selling stockholders are subject to the applicable provisions of the Exchange Act, and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the securities offered in this prospectus by the selling stockholders. The anti-manipulation rules under the Exchange Act may apply to sales of securities in the market and to the activities of the selling stockholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities for the particular securities being distributed for a period of up to five business days before the distribution. The restrictions may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities for the securities.

To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling the securities under this prospectus, the selling stockholders may sell the securities in compliance with the provisions of Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements of the Securities Act.

Under the securities laws of some states, if applicable, the securities registered hereby may be sold in those states only through registered or licensed brokers or dealers. In addition, in some states such securities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We cannot assure you that the selling stockholders will sell all or any portion of our common stock offered hereby.

We will receive the proceeds from the exercise of the Tradeable Warrants, but not from the sale of the underlying common stock. Upon exercise of a Tradeable Warrant, we will issue the securities underlying such Tradeable Warrant pursuant to and in accordance with the terms of the Warrant Agreement.

LEGAL MATTERS

Certain legal matters in connection with an offering of the securities made by this prospectus will be passed upon for us by Vinson & Elkins, L.L.P., Houston, Texas. The validity of the issuance of the securities offered in this prospectus will be passed upon for us by Anthony, Linder & Cacomanolis, PLLC, West Palm Beach, Florida. If certain legal matters in connection with an offering of the securities made by this prospectus and a related prospectus supplement are passed upon by counsel for the underwriters of such offering, that counsel will be named in the applicable prospectus supplement related to that offering.

EXPERTS

The consolidated financial statements of New Era Helium Inc. as of December 31, 2024 and 2023, and for each of the years then ended, incorporated by reference in this prospectus, have been audited by Weaver and Tidwell, L.L.P., an independent registered public accounting firm, as stated in their report. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

Estimates of reserves incorporated by reference in this prospectus are derived from the Appraisal Report and reserves reports and estimates for the year ended December 31, 2024 prepared by MKM Engineering, an independent firm providing consulting services in the oil and gas industry, in reliance upon the authority of said firm as experts in petroleum engineering.

19,267,595 Shares of Common Stock Offered by the Selling Stockholders

5,750,000 Shares of Common Stock Underlying the Public Tradeable Warrants

20,289 Private Tradeable Warrants

Prospectus

February 2, 2026