--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-128000" form_type: "8-K" ticker: "NUAI" cik: "0002028336" company_name: "New ERA Energy & Digital, Inc." filed_at: "2024-12-12T23:59:59+00:00" generated_at: "2026-05-29T04:24:39.139600+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # New Era Helium closes business combination; enters $75M equity facility and $30M warrant agreement ## Summary - Closed business combination with Roth CH V; issued 8.9M shares to former New Era Helium Corp. holders. - Entered equity purchase facility for up to $75M; received $7M initial pre-paid advance convertible at $10/share into 770,000 shares. - Sold warrants to purchase up to $30M of common stock at $10 per share in two tranches ($10M and $20M). - Converted bridge debentures into 2,409,270 common shares prior to closing. - Must hold special meeting within 90 days to approve share issuance and increase authorized shares to 250M. ## SEC filing metadata - accession: 0001104659-24-128000 - form_type: 8-K - ticker: NUAI - cik: 0002028336 - company_name: New ERA Energy & Digital, Inc. - filed_at: 2024-12-12T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 5.02, 9.01, 3.03, 4.01, 5.01, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2028336/000110465924128000/0001104659-24-128000-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2028336/000110465924128000/tm2430416d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-128000 - JSON: https://secwatch.observer/filing/0001104659-24-128000.json - Plain text: https://secwatch.observer/filing/0001104659-24-128000.txt ## Key facts - Auditor Changes New ERA Energy & Digital, Inc. dismissed Grant Thornton LLP as its auditor. - Action: dismissal - Auditor: Grant Thornton LLP source text: On December 6, 2024, (“the Dismissal Date”), the Company dismissed Grant Thornton LLP (“Grant Thornton”) as the independent registered public accounting firm evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000110465924128000/0001104659-24-128000-index.htm - Auditor Changes New ERA Energy & Digital, Inc. engaged Weaver and Tidwell, L.L.P. as its auditor. - Action: engagement - Auditor: Weaver and Tidwell, L.L.P. source text: On December 6, 2024, as recommended and approved by the audit committee, the Company engaged Weaver and Tidwell, L.L.P. (“Weaver”) as the Company’s independent public accounting firm evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000110465924128000/0001104659-24-128000-index.htm - Governance Changes New ERA Energy & Digital, Inc.: Adopted a new Code of Ethics and Business Conduct (effective 2024-12-06). - Change: code of ethics - Effective: 2024-12-06 source text: In connection with the Business Combination, on December 6, 2024, the Board approved and adopted a new Code of Ethics and Business Conduct applicable to all employees, officers and directors of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions to the aforementioned officers). evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000110465924128000/0001104659-24-128000-index.htm - Governance Changes New ERA Energy & Digital, Inc.: Ceased to be a shell company upon business combination. - Change: shell status source text: As a result of the Business Combination, ROCL ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000110465924128000/0001104659-24-128000-index.htm - Governance Changes New ERA Energy & Digital, Inc.: Amended and restated bylaws to set procedures for director nominations. - Change: bylaw amendment source text: The Board approved and adopted the Amended and Restated Bylaws of Holdings (the “Amended Bylaws”) to among other things, set the procedures to nominate directors. evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000110465924128000/0001104659-24-128000-index.htm - Governance Changes New ERA Energy & Digital, Inc.: Amended and restated certificate of incorporation to change company name, increase authorized shares, create preferred stock, and remove SPAC provisions. - Change: charter amendment source text: At the Special Meeting, ROCL’s stockholders also approved the Second Amended and Restated Certificate of Incorporation of ROCL (“Amended Charter”) to, among other things, change the Combined Company’s name to “New Era Helium Inc.”, increase the total number of authorized shares of the Company’s common stock from 25,000,000 to 75,000,000 shares of capital stock, consisting of 70,000,000 shares of common stock and 5,000,000 shares of preferred stock; create a class of preferred stock and authorize 5,000,000 shares of preferred stock; and remove provisions relating to the operation of ROCL as a special purpose acquisition corporation prior to the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000110465924128000/0001104659-24-128000-index.htm - M&A Transactions New ERA Energy & Digital, Inc. underwent a change of control involving New Era Helium Corp. for 8,916,625 shares of common stock of Holdings (closed 2024-12-06). - Action: change of control - Counterparty: New Era Helium Corp. - Consideration: 8,916,625 shares of common stock of Holdings - Closing: 2024-12-06 source text: the redemptions of shares of Roth Common Stock: 1. the total consideration paid at the Closing (the “Merger Consideration”) by ROCL to New Era Helium Corp. security holders was 8,916,625 shares of common stock of Holdings. 2. each share of Merger Sub common stock, par value $0.0001 per share (“Merger Sub Common Stock”), issued and outstanding immediately prior evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000110465924128000/0001104659-24-128000-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.