UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
On December 6, 2024, Roth CH Acquisition V Co., a Delaware corporation (“ROCL”) and New Era Helium Corp., a Nevada corporation (“NEH”), consummated the closing of the transactions contemplated by that certain Business Combination Agreement and Plan of Reorganization, dated as of January 3, 2024 (as amended on June 5, 2024, August 8, 2024, September 11, 2024 and September 30, 2024, the “BCA”), by and among ROCL, Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ROCL (“Merger Sub”), and NEH.
Upon the terms and subject to the conditions set forth in the BCA and in accordance with the Nevada Revised Statutes and the Delaware General Corporation Law, (i) ROCL merged (the “Redomestication Merger”) with and into a newly formed Nevada corporation named Roth CH V Holdings, Inc. (“Holdings”), a wholly owned subsidiary of ROCL, and Holdings was the survivor of the Redomestication Merger; (ii) Holdings signed a joinder and become a party to the Merger Agreement; and (iii) immediately subsequent to the Redomestication Merger, Merger Sub merged with and into NEH (the “Merger”), with NEH surviving the Merger as a wholly owned subsidiary of Holdings (the “Business Combination”).
As a result of the Redomestication Merger, (A) each issued and outstanding share of ROCL common stock, par value $0.0001 per share (“ROCL Common Stock”) was exchanged for one share of Holdings common stock, par value $0.01 per share (“Holdings Common Stock”), and (B) each issued and outstanding ROCL warrant to purchase one share of ROCL Common Stock at a price of $11.50 per whole share (subject to adjustment) (“ROCL Warrant”) was exchanged for one Holdings warrant to purchase one share of Holdings Common Stock at a price of $11.50 per whole share (subject to adjustment) (“Holdings Warrant”). Upon the closing of the Business Combination, the combined company was named “New Era Helium Inc.” (“NEHI”) and its securities are listed on The Nasdaq Stock Market.
Accordingly, NEHI’s common stock and warrants are deemed registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, by operation of paragraph (a) of Rule 12g-3 thereunder. NEHI hereby reports the succession in accordance with Rule 12g-3(f) under the Exchange Act, on Form 8-K using the EDGAR format type 8-K12B, as notice that NEHI has become a successor issuer to Holdings pursuant to Rule 12g-3(a) under the Exchange Act.
A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release dated December 6, 2024 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 9, 2024 | ||
| NEW ERA HELIUM INC. | ||
| By: | /s/ E. Will Gray II | |
| Name: | E. Will Gray II | |
| Title: | Chief Executive Officer | |