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Item 1. Business

2026-03-12 compared with 2025-03-31 · 404 added, 164 removed, 52 unchanged (92% of the section changed)

We are an exploration and production company whose primary operations include the exploration, development and production of helium, natural gas, oil and natural gas liquids.

We source helium produced in association with natural gas reserves located in Chaves County, New Mexico.

To date, we have not generated any revenue from the production of helium.

Although hydrocarbons are currently our primary source of revenues, our business model is moving from a hydrocarbon focus to a helium focused model and centers on producing and selling helium to various parties in the supply chain, namely Helium Majors, Tier 2 gas companies, and balloon gas distributors.

We currently own and operate 137,000 acres in Southeast New Mexico and have 85,498 MMcfe of proved hydrocarbon reserves and 166,430 MMcfe of probable hydrocarbon reserves.

In addition, we have approximately 422 MMcf of net proved undeveloped helium reserves and 788 MMcf of net probable undeveloped helium reserves.

We believe our existing helium production distinguishes us from other emerging companies in the helium exploration and production space.

Presently, NEH operates through two wholly owned subsidiaries, (i) Solis Partners, L.L.C., a Texas limited liability company (“Solis Partners”), which is engaged in helium production with associated natural gas and natural gas liquids, and (ii) NEH Midstream LLC, a Texas limited liability company (“NEH Midstream”), which will own and operate the Pecos Slope Plant (as defined below) and gathering system located in Chaves County, New Mexico and hold the helium offtake and tolling agreements.

We currently sell raw, natural gas extracted from our reserves to a third-party processor, IACX Roswell LLC (“IACX”) to produce helium and purified natural gas.

Under current contractual arrangements, we do not retain revenue generated from the processed helium extracted from our gas and purified by IACX.

We expect to generate revenue from the future operation of our own natural gas processing plant.

We began construction of our own processing plant from the Pecos Slope Field, a gas field and gathering system in New Mexico (the “Pecos Scope Plant”).

The Pecos Slope Plant is expected to commence operations in the fourth quarter of 2025.

We believe that the operation of our own plant will significantly increase production rates of helium and natural gas and lower costs, thereby generating significant incremental revenue.

Under ideal circumstances, we believe the Pecos Slope Plant can conceivably produce a sizeable revenue stream for decades to come and allow us to achieve consistent profitability.

Aside from helium production, we currently plan on diversifying our resources through providing natural gas as feedstock for energy transition sources such as net zero energy, blue hydrogen and blue ammonia.

Additionally, we plan to engage in the Methane Performance Certificate (“MPC”) market by seeking designation of our natural gas production as “responsibly sourced gas” and subsequently trading the MPCs.

Our mission is to become a leading supplier of helium and natural gas by efficiently exploring, developing and producing helium from our substantial reserves in New Mexico.

We are committed to delivering reliable helium supplies to prospective customers including Helium Majors and other gas companies and balloon gas distributors, while striving for innovation in energy transition by diversifying into net zero energy, blue hydrogen and blue ammonia markets.

Through strategic operations, efficient resource management and a focus on sustainability, we aim to establish ourselves as a trusted partner in the helium supply chain.

Market Opportunity

We believe that current market conditions present a favorable opportunity for us to enter the U.S.

helium market as a public company.

The global helium market has experienced a series of supply shortages during the last 19 years, including, without limitation, shortages caused by outages at major sources of supply and trade embargoes affecting major world suppliers like Qatar and Russia.

The most recent helium shortage, known as “Helium Shortage 4.0,” was brought on by multiple supply disruptions, chief amongst them the explosion at the gas processing plant at Amur, Russia, one of the world’s largest natural gas processing plants.

This explosion delayed an anticipated worldwide transition to ample helium supply in 2022.

Although Helium Shortage 4.0 has been resolved, it has driven up the market price of helium.

Geopolitical risks related to the war in Ukraine and related trade sanctions and conflicts in the Middle East have also heightened the uncertainty of helium supplies.

Demand for helium is also expected to increase in certain fields, particularly in electronics, which is anticipated to surpass magnetic resonance imaging (“MRI”) as the leading application for helium.

Our extensive reserves in Chaves County, New Mexico, combined with the anticipated completion and commencement of our Pecos Slope Plant, position us to capitalize on the market opportunity by providing a reliable domestic helium supply.

Our location in proximity to helium liquefaction plants in the US midcontinent provides us with the ability to potentially serve Helium Majors, Tier 2 gas companies, and balloon distributors efficiently.

However, we cannot control the market factors which influence demand and supply of helium as well as the profitability of our business.

We believe that by focusing on helium production and distribution, we can establish ourselves as a reliable supplier in the helium supply chain.

Helium Supply Chain

The helium supply chain is comprised of very large integrated producers like ExxonMobil, Qatar Energy, Gazprom and Sonatrach as well as production and exploration companies like NEH who either supply helium-bearing natural gas to processors, or process it themselves.

The gas processor extracts natural gas liquids (“LNG”) and other valuable components, including helium when it is present in commercially viable quantities, from the natural gas.

After the helium is extracted from the natural gas, it is purified to between 98% - 99.999% and is then transported in the form of high purity crude helium to a helium liquefaction plant where it is used as feed gas to produce bulk liquid helium (“LHe”), or sold directly into the domestic market for balloon gas.

Mostly, LHe is produced due to end user requirements and transportation efficiency.

LHe is sold to Tier 1 and Tier 2 industrial gas companies who distribute it around the world.

Currently, the helium industry is dominated by six major multinational industrial “Tier 1” gas companies, who are also referred to as the helium majors include Linde, Air Liquide, Air Products, Messer, Matheson and Iwatani.

These Tier 1 companies distribute helium to smaller, “Tier 2” gas companies pursuant to long-term contracts, their own affiliates and end users.

Some of the Tier 1 companies own and operate their own helium liquefaction plants (Air Products, Linde and Messer), while the others do not.

End users then purchase LHe or gaseous helium from the Tier 1 or smaller industrial gas companies and distributors for diverse applications.

Currently, our direct competitors are helium exploration and production companies who source helium from natural gas reserves prior to supplying it to the Helium Majors, Tier 2 industrial gas companies and balloon gas distributors further down the supply chain.

We are also in competition with major producers such as ExxonMobil and the Helium Majors themselves.

Following the commencement of the Pecos Slope Plant in the fourth quarter of 2025, we anticipate competing directly with other helium producers, including major producers such as ExxonMobil, as well as smaller exploration companies similar to NEH.

Competitive Strengths

The helium exploration and production industry is a very competitive one.

In recent years, an unprecedented number of helium exploration companies have entered the market, encouraged in large part by increased attention triggered by the recurring helium shortages and associated surge in prices.

However, the majority of these companies have not been able to progress to actual production of helium.

We are somewhat unique in our substantial inventory of reliable drilling locations and associated reserves as well as a management team and board of directors (our “Board”) that understands the global helium business on a deep level.

We currently produce natural gas from the Pecos Slope Field located in Chaves County, New Mexico, which is gathered and processed by IACX.

Pursuant to the Gas Purchase Agreement dated as of June 1, 2021 (the “Marketing Agreement”), by and between NEH and IACX, IACX processes our gas for natural gas liquids and other usable components in its facilities and we receive value for our natural gas and associated natural gas liquids.

Although NEH extracts helium from our natural gas, IACX does not compensate NEH for our contained helium per the Marketing Agreement.

In the future, we anticipate diversifying our revenue by supplying natural gas as feedstock for energy transition products, including, without limitation, net zero energy, blue hydrogen and blue ammonia production.

Upon completion and operation of the Pecos Slope Plant, which is expected to occur in the fourth quarter of 2025, we expect to process helium and natural gas independently, enabling us to generate revenue from helium sales.

Our prospective customers in the near term include Tier 1 industrial gas companies, Tier 2 industrial gas companies, and balloon gas distributors.

We currently sell our natural gas and natural gas liquids to IACX pursuant to the Marketing Agreement at a price based on an index price from the purchaser.

The Marketing Agreement expired on May 31, 2024, and continues on a month-to-month basis and on the same terms and conditions as those applicable during the initial term unless and until terminated by either NEH or IACX upon 30 days’ prior written notice to the other party.

As of March 31, 2025, the Marketing Agreement remains in effect.

In addition, we have entered into agreements with Air Life Gases USA, Inc.

(“AirLife”) and Matheson Tri-Gas, Inc.

(“MTG”), pursuant to which we will supply 50% of the helium produced from the Pecos Slope Plant to each company.

These agreements are contingent on the Pecos Slope Plant commencing operations and provide a foundation for future helium sales.

Key Agreements

Sales Agreements

In anticipation of securing future revenue and establishing our position in the helium industry following the establishment of the Pecos Slope Plant, NEH Midstream entered into certain sales agreements with two purchasers for the helium anticipated to be produced by the Pecos Slope Plant.

We agreed to sell fifty percent (50%) of the helium generated from the Pecos Slope Plant each month to AirLife Gases USA, Inc.

in the form of liquefied helium, pursuant to that certain Contract for Sale and Purchase of Liquid Helium dated August 25, 2023 (the “Liquid Helium Agreement”).

Following entry into the Liquid Helium Agreement, we would provide fifty percent (50%) of the helium generated from the Pecos Slope Plant to AirLife each month, in the form of liquefied helium, less two percent (2%) tolling losses.

We also agreed to sell fifty percent (50%) of the gaseous helium generated monthly at the Pecos Slope Plant to MTG, pursuant to a certain gaseous helium sales agreement entered into in the third fiscal quarter of 2023 (the “Gaseous Helium Agreement”).

The Liquid Helium Agreement and the Gaseous Helium Agreement each have a mechanism of price reopener negotiations, with a scheduled price reopener negotiation at the end of the fifth year, and an unscheduled price reopener negotiation that may be requested by either party, on one occasion each, at any time after the end of the third year.

Both the Liquid Helium Agreement and the Gaseous Helium Agreement have a term of 10 years from the date on which the first container of liquid helium is filled at the tolling facility for the helium buyer (for Liquid Helium Agreement) or from the date on which the first tube trailer of gaseous helium is filled at the Pecos Slope Plant for the helium buyer (for Gaseous Helium Agreement) (the “Commencement Date”).

If the Commencement Date has not occurred by November 30, 2025 (for Liquid Helium Agreement) or July 1, 2025 (for Gaseous Helium Agreement), the buyer would have the right to terminate the Liquid Helium Agreement or the Gaseous Helium Agreement, as the case may be.

The Commencement Date depends on the completion and beginning of operations of our Pecos Slope Plant.

Based on the current stage of the development and construction of its Pecos Slope Plant and the advice of the engineering consultants, our 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 prior to July 1, 2025.

We believe that we will be able to secure funding, complete construction of the helium extraction plant and commence helium deliveries prior to November 30, 2025.

The Liquid Helium Agreement can also be terminated if helium deliveries are less than 6,000,000 standard cubic feet during any 12 consecutive month period due to a force majeure event, due to a material breach of the agreement by either party or financial insolvency.

While it is possible that the buyers could terminate the agreements in such situations, we believe that it is more likely that such buyers would try to renegotiate the agreement on terms that are less favorable for NEH.

In the event of early termination, we believe that we will have the ability to secure replacement customers with price, terms and conditions reflecting then current market conditions.

Helium Tolling Agreement

NEH entered into the Helium Tolling Agreement with Keyes Helium Company (“KHC”) dated as of September 1, 2023 (the “Helium Tolling Agreement”), pursuant to which we would receive tolling services with respect to our crude helium subject to available capacity at KHC’s plant, and such crude helium would be purified and liquified by KHC into liquid helium and filled into containers for delivery pursuant to the Liquid Helium Agreement.

Tolling services provided by KHC to NEH Midstream LLC under the Helium Tolling Agreement will be for quantities sold to AirLife pursuant to the Liquid Helium Agreement.

KHC is obligated to provide tolling services to NEH but there is no firm volume commitment to NEH;

instead, KHC’s commitment to NEH is on a space available basis.

KHC’s obligation to provide tolling services to NEH is subordinate to KHC’s obligation to provide tolling services to other third-parties.

This means that a third party may use up KHC’s plant capacity and leave less capacity for NEH.

Therefore, even if KHC does not terminate the Helium Tolling Agreement, there is a risk to NEH that KHC will not have sufficient capacity available to fulfill all of NEH’s requirements for tolling services.

The Helium Tolling Agreement has a term of 5 years from the date on which we commence deliveries of gaseous helium to the third-party tolling facility (“Tolling Commencement Date”).

We have the right to solicit third-party proposals to provide tolling services during the third contract year of the Helium Tolling Agreement and would have the opportunity to terminate the agreement at the end of the third contract year if the counter-party declines to match a more favorable third-party offer.

Since the Tolling Commencement Date has not occurred by September 30, 2024, KHC has the right to terminate the Helium Tolling Agreement.

We intend to request that this deadline be extended.

The Helium Tolling Agreement can also be terminated prior to the end of its term if (i) the reliability of the counter-party’s delivery of tolling services falls short of specified levels, (ii) due to a material breach of the agreement by either party or (iii) financial insolvency.

In the event of early termination, we believe that it would be able to secure a tolling agreement with another party.

The cost of tolling services in a replacement tolling agreement could be higher than the cost of tolling services in the existing agreement, but the difference would not be expected to be material to our helium business.

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.

KHC has provided verbal indication to us that it is unlikely to terminate the Helium Tolling Agreement.

Despite such verbal indication, termination of the Tolling Agreement or KHC’s insufficient firm tolling capacity creates risk that NEH would be unable to obtain the required tolling services from a third-party or that the cost of such tolling services would be higher than the cost included in the Helium Tolling Agreement.

In either case, the profitability resulting from the Liquid Helium Agreement with AirLife could be less than NEH’s financial projections.

We believe that given current and expected helium market conditions, tolling services will be available from third parties, including Tumbleweed Midstream, which operates a helium liquefaction plant in Cheyenne Wells, Colorado;

or other third parties.

While it is possible that the price of such tolling services from these companies could be higher than the price from KHC, NEH does not believe that the difference in price would materially impact the profitability of the Liquid Helium Agreement with AirLife.

Government Regulations

The sale, distribution and handling of our helium is subject to federal and state regulation, including the Resource Conservation and Recovery Act, the Safe Drinking Water Act, the Clean Water Act and the National Environmental Policy Act, among others.

The annual reserve report as of December 31, 2024 and dated February 28, 2025 (the “Appraisal Report”) prepared by MKM Engineering, a firm providing consulting services in the oil and gas industry, contains estimates of Solis Partner’s proved and probable reserves and forecasts of the resulting economics attributable to Solis Partner’s and NEH Midstream, LLC’s properties in Chaves County, New Mexico.

MKM Engineering prepared the Appraisal Report for NEH’s use in filing with the SEC and contains such assumptions, data, methods and procedures determined by MKM Engineering as appropriate for the purpose of preparing such Appraisal Report.

Internal Controls

Our internal controls for the preparation of annual reserve reports require the report to be prepared by a qualified independent third-party reserve consultant qualified in the preparation of SEC Reserve Reports.

New Era Energy & Digital, Inc.

(the “Company”

or “NUAI”) was initially incorporated in the State of Delaware on November 5, 2020 under the name Roth CH Acquisition V Co.,

which was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization

or other similar business combination with one or more target businesses.

Roth CH Acquisition V Co.

consummated an initial public offering,

after which its securities began trading on the Nasdaq on December 1, 2021.

In December 2024, Roth CH Acquisition V Co.

merged with and

into Roth CH V Holdings, Inc., a Nevada corporation and a wholly owned subsidiary of Roth CH Acquisition V Co., formed on June 24, 2024,

for the sole purpose of reincorporating Roth CH Acquisition V Co.

into the State of Nevada, with Roth CH V Holdings, Inc.

surviving such

Immediately following the reincorporation, the

Company completed its business combination (the “Business Combination”) with New Era Helium Corp., a Nevada corporation, pursuant

to 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 New Era Helium Corp., Roth CH Acquisition V

Co., Roth CH V Holdings, Inc., and Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Roth CH Acquisition

The Company subsequently changed its name to “New Era Helium, Inc.” and later to “New Era Energy & Digital,

We are a vertically-integrated developer and operator

of next-generation digital infrastructure and integrated power assets accelerating speed-to-power for advanced artificial intelligence

(“AI”) hyperscalers.

In the second half of 2025, we executed a strategic pivot from our legacy natural gas operations to focus

exclusively on developing data center campuses where power, land, and connectivity can be assembled and delivered on accelerated timelines.

Our mission is to deliver speed-to-power by converging behind-the-meter power flexibility with data center development capabilities.

primary strategy is to aggregate and entitle “Powered Land” and to develop “Powered Shells” and build-to-suit

assets in power-advantaged markets, beginning with the Permian Basin, which benefits from energy abundance, regulatory clarity, and fiber

connectivity.

We are initially focused on our flagship project,

Texas Critical Data Centers (“TCDC”), a 438-acre campus in Ector County, Texas, designed to support over 1 gigawatt (“GW”)

of potential compute capacity through phased development, with projected power delivery beginning as early as the end of 2027.

our proximity to major natural gas pipelines, fiber networks and CO 2 pipelines will provide us with the ability to serve our

customers lower transmission costs and best-in-class uptime for purposes of reliably generating AI compute to capitalize on the AI revolution.

We intend to execute through partnering across engineering, construction, procurement, power generation and sustainability with a world-class

developer partner to provide our hyperscaler tenants with certainty of execution and speed-to-power.

Industry Background and Market Opportunity

Intense demand for compute and data center infrastructure is growing

as AI training and inference, high-performance computing (“HPC”), and public cloud services expand at a rapid pace.

and operators compete on their ability to secure and deliver power, compress time-to-operation, provide reliable network connectivity,

and meet operational, regulatory, and environmental standards.

Power demand from AI and data centers is rising sharply, creating localized

reliability and interconnection bottlenecks while accelerating utility capex and private energy investments;

with global data center electricity

usage to roughly double by 2030 according to the International Energy Agency, with AI as the primary driver.

Behind-the-meter and

co-located power solutions—from natural-gas turbines and batteries to nuclear power purchase agreements, small modular reactors,

geothermal, and large commercial and industrial rooftop solar plus storage—are rapidly advancing to bridge grid constraints and

provide firm, flexible supply.

Industry participants continually highlight sustained, dramatic growth in both current and future

power requirements per rack, with long grid interconnection queues, strained transmission capacity on the public grid, limited availability

and significant backlog for key power equipment and long-lead time items such as gas turbines and transformers as limiting the pace at

which new compute can be built and energized.

In this environment, the industry has increasingly emphasized sites with secured power and

entitlements—“Powered Land”—with increasing interest on in behind-the-meter generation to reduce dependence on

lengthy grid delivery timelines.

Additionally, as regulatory scrutiny and public pressure on data centners and their usage of raw materials

and power increases, we believe hyperscalers and other private AI providers will look to behind-the-meter solutions to secure power off

Market participants have also introduced models that combine on-site natural gas generation with grid interconnects to provide

reliable, dispatchable power for AI clusters.

We believe these dynamics support opportunities for power-centric development in resource-advantaged

regions like West Texas.

The Southwestern United States, including West

Texas and adjacent markets, offers characteristics that align with these trends:

proximity to abundant natural gas supply and established

pipeline corridors;

an industrial permitting and right-of-way ecosystem;

competitive wholesale power markets with active development;

expansive land availability;

and growing long-haul and regional fiber connectivity.

Dry climate conditions can support certain cooling

approaches where appropriate, and the region’s existing energy workforce and infrastructure can facilitate large-scale site development.

These attributes support the case for power-centric data center development focused on accelerated time-to-operation and scalable expansion.

Our Solutions and Services

To address the diverse needs of the compute market,

we have adopted a bifurcated product strategy.

We address the speed-to-power constraint through two primary offerings designed for hyperscalers,

cloud providers, and qualified developers:

Powered Shell:

We expect a significant portion of our initial deployment to be “Powered Shell” solutions.

In this model, the Company delivers the core building structure, robust power connectivity, and cooling infrastructure, while the tenant retains responsibility for the internal fit-out of servers, racks, and networking equipment.

This offering is particularly attractive to hyperscalers who require rapid “speed-to-market” but desire strict control over their proprietary hardware configurations.

Turnkey Solutions:

For enterprise customers and specialized AI operators requiring fully managed

infrastructure, we offer turnkey data center solutions.

This comprehensive service model includes full fit-out and ongoing facility

management, allowing tenants to focus exclusively on compute workloads.

We believe this flexibility allows us to broaden our total

addressable market and capture demand from a wider spectrum of the digital economy.

Target Tenant Profile and Credit Strategy

Our initial leasing efforts are rigorously focused

on securing investment grade hyperscalers (e.g., major cloud providers and capitalization-weighted technology firms).

We view these tenants

as foundational to our capital strategy.

Securing long-term, contracted cash flows from these counterparties is a prerequisite for stabilizing

our asset base and accessing favorable debt financing terms for our project-level entities.

Following the stabilization of our initial phases

with investment grade tenants, we intend to diversify our tenant base to include higher-yield, higher-risk counterparties.

This expanding

cohort may include specialized graphics processing unit (“GPU”) cloud providers, sovereign AI clouds, and venture-backed AI

We believe that blending these higher-yielding tenants into a portfolio anchored by investment grade credit will allow us to

optimize our weighted average return on invested capital while maintaining an acceptable risk profile.

Our Growth Strategies

● Powered-Land

in Power-Advantaged Markets:

We prioritize the acquisition and entitlement of “Powered

Land”—sites where power, rights-of-way, environmental posture, and fiber are

either in place or can be secured on accelerated timelines—beginning with the Permian

We believe this approach mitigates interconnection uncertainty, reduces reliance on

congested transmission, and positions us to commit to tenant energization milestones with

greater confidence.

At our flagship TCDC campus in Ector County, we control a 438-acre site

designed to support 1+ GW of potential compute capacity through phased development, with

initial power delivery targeted for the end of 2027, subject to typical development and interconnection

The site’s adjacency to natural gas pipelines, fiber networks, and CO₂

pipelines underpins lower transmission costs and best-in-class uptime objectives for AI compute.

Hybrid Power Structure Mixing Behind-the-Meter Energy with Grid Interconnection:

We are developing an integrated power strategy that blends:

(i) direct interconnections to existing, proven grid infrastructure and (ii) on-site, behind-the-meter natural gas generation delivered by a dedicated energy partner, with contemplated integration of battery storage and other assets coming online over time.

This hybrid approach is intended to deliver reliable, dispatchable power that is less exposed to grid-wide interconnection queues and mounting public pressure on data center consumption.

This strategy reflects broader industry adoption of on-site generation to secure power amid interconnection bottlenecks and long equipment lead times, providing a hedge against delays while improving operational control for AI clusters.

Replicable Powered Shell and Turnkey Delivery Packages:

We will offer standardized delivery packages that allow hyperscalers to select between Powered Shell (fast building/power/cooling handoff to tenant) and turnkey (fully fitted and operated) structures.

Standardization clarifies scope, bankability, expedites permits and procurement, and improves replicability across phases and markets, which is essential for deploying 1+ GW campuses on tight timelines.

Attractive Return Profile Through Investment Grade Anchor Tenants Mixed with Selective Yields:

We aim to anchor early phases with investment grade hyperscalers to create durable, bankable cash flows that support non-recourse or limited-recourse project financing.

Upon stabilization, we plan to layer select higher-yield counterparties—such as GPU cloud specialists or sovereign AI initiatives—to lift portfolio returns while managing risk via diversification and exposure limits.

Partner-Enabled Execution:

We are in the process of leveraging industry-leading specialists across engineering and commissioning, on-site power generation and fiber and network capabilities.

Together, with the site fundamentals of TCDC’s adjacency to natural gas, fiber, and CO 2 infrastructure, we believe we are able to execute speed-to-power in a manner our peers can’t replicate.

Leasing Structure

We intend to commercialize our portfolio through

long-term, triple-net lease agreements structured to deliver a targeted yield on cost.

This pricing mechanism is designed to protect the

Company’s operating margins by passing through all operating expenses—including taxes, insurance, and routine maintenance—directly

to the tenant.

Critically, our leases will treat power consumption as a pass-through expense or a direct tenant obligation, insulating

our balance sheet from volatility in commodity fuel pricing.

We believe this structure aligns our financial interests with those of our

tenants, ensuring that we achieve our return thresholds based on the development capital deployed while providing tenants with transparency

and operational control.

Capitalization and Financing Framework

There is significant project-level capital interest

in data center and digital infrastructure, reflected in active participation by infrastructure funds, pension investors, insurance companies,

and banks pursuing construction and term financing for contracted campuses.

Capital typically targets long-duration, investment-grade

counterparty exposure, visible energization milestones, and standardized delivery packages.

At the asset level, we intend to structure

non-recourse or limited-recourse facilities sized to contracted cash flows, with hedging, construction-period support, and customary security

over project assets.

Debt and equity capital will be raised directly into ring-fenced asset companies rather than at the corporate level.

This structure is designed to isolate development and operational risks, preventing cross-collateralization issues and protecting the

parent company’s balance sheet.

Strategic Partnerships

We have engineered a “hybrid” power

delivery model that leverages both existing regional infrastructure and dedicated on-site generation to ensure redundancy and scalability.

Grid and Off-Site Power:

We plan to source a portion of our initial capacity from nearby merchant power facilities, which include the nearby Vistra and Quail Run plants, among others.

Leveraging their proximity, we intend to construct direct grid interconnections that bypass broader transmission congestion, providing immediate baseload capacity.

On-Site Power Partner:

To secure dedicated behind-the-meter capacity, we are in advanced discussions with a leading provider to act as our primary on-site power partner.

We intend to allocate a dedicated 20-acre parcel within our campus to our on-site power partner.

Our on-site power partner would assume full responsibility for the entire power value chain on this footprint, including equipment procurement, environmental permitting, financing, construction, ownership, and operation of the generation assets.

We expect this strategic partition would significantly reduce our capital expenditure burden and operational complexity, effectively converting power generation into a delivered service while ensuring our tenants benefit from the reliability of on-site infrastructure.

We leverage specialized partners to execute complex

development while maintaining a lean organizational footprint:

Engineering and Design (Ramboll/EYP):

End-to-end engineering services, including mission-critical facility design, power integration, and commissioning.

Power Generation (Thunderhead Energy Solutions):

Non-binding letters of intent contemplate financing, construction, and operation of gas-fired power islands for behind-the-meter delivery, subject to definitive documentation and required approvals.

Sustainability and Carbon (Mawgan Capital):

Collaboration on approaches intended to reduce carbon intensity of on-site generation and to support performance tracking and certification.

Connectivity (Globelink):

Development of dark-fiber and network infrastructure engineered for low-latency AI workloads, providing redundant, open-access capacity.

Our Community

We recognize that sustainable water access is

a critical constraint for data center development in the Permian Basin.

Accordingly, we have developed a resilient water sourcing strategy

that minimizes impact on municipal potable supplies.

Strategic Relationships:

We have cultivated strong, collaborative relationships with the Odessa municipality, positioning New Era as a preferred partner for regional infrastructure development.

Private Water Partnerships:

We have relationships with leading private water infrastructure providers to source industrial and brackish water for our cooling systems.

By utilizing non-potable water sources, we mitigate scarcity risks and align our operations with community sustainability goals, ensuring long-term viability and local stakeholder support.

Legal Proceedings

From time to time, we and certain of our officers, directors, and employees

are subject to legal proceedings and claims that arise in the ordinary course of business.

Recently, the New Mexico Attorney General filed

a civil action in the Santa Fe, New Mexico naming, among others, our Chief Executive Officer, E.

Will Gray II, and certain affiliated

entities, alleging a scheme related to transferring oil and gas wells and purportedly avoiding plugging and abandonment obligations;

complaint seeks civil penalties, damages, and injunctive relief including business restrictions until inactive wells are remediated.

lawsuit was filed on December 23, 2025.

Gray and the Company intend to vigorously defend themselves against these claims.

“ Legal Proceedings ” for additional information.

We are subject to laws and regulations in the jurisdictions in which

we operate, including those related to land use and zoning, environmental permitting, health and safety, energy and utility interconnections,

and industry-specific requirements, including but not limited to the Clean Water Act and National Environmental Policy Act (“NEPA”).

We monitor developments that could affect our operations and may adjust our practices to address changes in law or guidance.

In particular, our operations in Texas, including our TCDC project, are subject to evolving regulations, including Senate Bill 6 (“SB

6”), which may increase our costs and operational complexity.

SB 6 imposes new requirements on “large load” customers

(defined as facilities drawing 75 megawatts (“MW”) or more).

Under SB 6, we may be required, among other things, to share

in the costs of transmission upgrades, which were previously socialized across the rate base.

While we plan to utilize behind-the-meter

generation to mitigate these risks, any regulatory restriction on our ability to interconnect with the Electric Reliability Council of

Texas grid could limit our ultimate grid redundancy and make our campus less attractive to hyperscale tenants.

Additionally, we are subject

to regulations affecting our Legacy Assets (as defined herein).

Such rules include environmental, health and safety laws such as the Clean

Air Act, the Resource Conservation and Recovery Act, the Safe Drinking Water Act, the Clean Water Act, the Pipeline and Hazardous Materials

Safety Administration rules, the Emergency Planning and Community Right-to-Know Act, the Occupational Health and Safety Act, and NEPA,

amongst others (and their state counterparts).

Our Legacy Assets and Reserve Report

Previously, we were an exploration and pr oduction

company whose primary operations included the exploration, development and production of helium, natural gas, oil and natural gas liquids.

We sourced helium produced in association with natural gas reserves located in Chaves County, New Mexico.

We currently own and operate

137,000 acres in Southeast New Mexico and have 15,097 MMcfe of proved hydrocarbon reserves (our “Legacy Assets”).

to explore the sale of all or substantially all of our Legacy Assets to one or more third parties and we focus on our core mission of

constructing and operating digital infrastructure assets.

The annual reserve report as of December 31, 2025 and dated March 4, 2026 (the “Appraisal Report”) prepared by MKM Engineering,

a firm providing consulting services in the oil and gas industry, contains estimates of Solis Partners, LLC’s (“Solis Partners”)

proved and forecasts of the resulting economics attributable to Solis Partner’s properties in Chaves County, New Mexico.

MKM Engineering

prepared the Appraisal Report for the Company’s use in filing with the SEC and contains such assumptions, data, methods and procedures

determined by MKM Engineering as appropriate for the purpose of preparing such Appraisal Report.

Our internal controls for the preparation of annual

reserve reports require the report to be prepared by a qualified independent third-party reserve consultant qualified in the preparation

of SEC Reserve Reports.

The Appraisal Report was prepared by Michele K.

Mudrone of MKM Engineering.

Michele Mudrone, a License Professional Engineer in the State of Texas, is a graduate of the Colorado School of Mines with a degree in Petroleum Engineering.

She has been a practicing consulting petroleum engineer at MKM Engineering since 2011 and has over 35 years of prior industry experience.

As part of our internal controls, NEH’s Executive Vice President of Engineering and Operations, H.

Patrick Seale, has the primary responsibility of reviewing the preparation of the Appraisal Report.

The Appraisal Report has also been reviewed by NEH’s Chief Financial Officer, Chief Executive Officer and Chief Geologist.

Patrick Seale is an experienced oil and gas executive with 48 years of petroleum engineering experience, including 34 years in senior management, in the domestic and international oil and gas industry and international banking.

Seale has experience in all phases of exploration, exploitation and production, including operations management, reservoir engineering, production engineering, drilling, completion and stimulation design, facility design, property evaluations, reserve assessments and mergers & acquisitions.

He received a Bachelor of Science in Petroleum Engineering from the University of Texas at Austin, Summa Cum Laude (with Highest Honors).

To prepare the annual reserve estimates in the Appraisal Report, NEH and MKM Engineering employed a number of industry technologies to evaluate and determine the annual reserves and establish the appropriate level of certainty of the reserve estimates.

Michele Mudrone, a License Professional Engineer

in the State of Texas, is a graduate of the Colorado School of Mines with a degree in Petroleum Engineering.

She has been a practicing

consulting petroleum engineer at MKM Engineering since 2011 and has over 35 years of prior industry experience.

As part of our internal controls the Appraisal

Report has also been reviewed by NUAI’s Chief Executive Officer and Operations Manager.

To prepare the annual reserve estimates in the

Appraisal Report, the Company and MKM Engineering employed a number of industry technologies to evaluate and determine the annual reserves

and establish the appropriate level of certainty of the reserve estimates.

These technologies included:

(i) well log evaluation and analysis, (ii) petrophysical analysis of the ABO, (iii) monthly production data for all NEH Pecos Slope wells, (iv) decline curve analysis and forecasting of future production, (v) sampling and audit of helium content in 315 NEH wells to establish helium content by field development areas of the Pecos Slope ABO field, (vi) analysis of historical well file data including drilling & completion data and frac job designs used to date, (vii) monthly revenue statements to evaluate actual product prices received and (viii) NEH’s monthly lease operating expense data.

(i) well log evaluation and analysis,

(ii) petrophysical analysis of the ABO, (iii) monthly production data for all Pecos Slope wells, (iv) decline curve analysis and forecasting

of future production, (v) sampling and audit of helium content in 315 wells to establish helium content by field development areas of

the Pecos Slope ABO field, (vi) analysis of historical well file data including drilling & completion data and frac job designs used

to date, (vii) monthly revenue statements to evaluate actual product prices received and (viii) the Company’s monthly lease operating

expense data.

Proved and Probable Reserves

The following table is a summary of proved oil and natural gas reserves at December 31, 2024:

The following table is a summary of proved oil and natural gas reserves

at December 31, 2025:

Proved Developed

Proved Undeveloped

As noted above, the Company has 85,351 MMcfe of proved hydrocarbon reserves.

Included in the proved hydrocarbon reserves is approximately 55,622 MMcfe of proved undeveloped hydrocarbon reserves.

The following table is a summary of probable oil and natural gas reserves at December 31, 2023:

The following table is a summary of proved oil and

natural gas reserves at December 31, 2024:

Proved Developed

Proved Undeveloped

The following table is a summary of probable oil and natural gas reserves

at December 31, 2024:

Probable Developed

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Total Probable

The estimates of probable reserves have not been adjusted for uncertainty, and therefore they may not be comparable with, and should not be summed arithmetically with estimates for proved reserves.

The following table reflects changes in the Company’s proved undeveloped oil and gas reserves:

At December 31, 2025, there were no probable oil

and natural gas reserves.

The estimates of probable reserves have not been adjusted for uncertainty, and therefore they may not be comparable

with, and should not be summed arithmetically with estimates for proved reserves.

The following table reflects changes in the Company’s proved

undeveloped oil and gas reserves:

Reserves at Dec.

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Reserves at Dec.

As the Company’s reserve profile is predominantly natural gas, an equivalent mcf is used in the table above.

The conversion is calculated by multiplying the oil and NGL barrels by six to arrive at an equivalent mcf.

Improved Recovery

Technical revisions

Economic factors

Reserves at Dec.

As the Company’s reserve profile is predominantly natural gas,

an equivalent mcf is used in the table above.

The conversion is calculated by multiplying the oil and NGL barrels by six to arrive at

an equivalent mcf.

This calculation is based on one barrel of crude oil having approximately the same energy content as six mcf of gas.

The extensions during 2022 were added primarily due to the planned acquisition, construction and installation of a gas processing facility and a gathering system which made these wells economic.

In addition, through the Company’s planned efforts to raise capital through project and equity financing, and expected future cash from operations, the Company expected to be able to fund the drilling of these locations and complete the drilling within 5 years.

The technical revision noted in the above table during 2024 were related to well performance.

The technical revisions noted in the above table during 2023 were a result of a delay in the drilling program which was due to a delay in the start of operations of the Pecos Slope Gas Plant.

None of the revisions were related to changes in product prices or costs.

During the years ended 2022, 2023 and 2024, no proved undeveloped reserves were converted into proved developed reserves.

All proved undeveloped hydrocarbon reserves and proved undeveloped helium volumes are scheduled to be developed within 5 years of the date of this Report.

In addition, we have material amounts of probable undeveloped hydrocarbon reserves and probable undeveloped helium volumes that will be developed beginning in 2029 and beyond.

The timing of the development of these hydrocarbon reserves and helium volumes were scheduled in order to maintain the nameplate capacity of 20,000 MCF/day of inlet gas for our owned and operated Pecos Slope Gas Plant over the useful life of the plant.

The development schedule will also allow us to fulfill the terms of our two 10-year helium contracts.

The extensions during 2022 were added primarily due to the planned

acquisition, construction and installation of a gas processing facility and a gathering system which made these wells economic.

through the Company’s planned efforts to raise capital through project and equity financing, and expected future cash from operations,

the Company expected to be able to fund the drilling of these locations and complete the drilling within 5 years.

The technical revisions noted in the above table

during 2025 were related to a change in Company strategy.

The technical revision noted in the above table during 2024 were related to

well performance.

The technical revisions noted in the above table during 2023 were a result of a delay in the drilling program which

was due to a delay in the start of operations of the Pecos Slope Gas Plant.

None of the revisions were related to changes in product prices

During the years ended 2022, 2023, 2024, and 2025 no proved undeveloped

reserves were converted into proved developed reserves.

Due to a change in Company strategy, the Company no proved undeveloped

hydrocarbon reserves and proved undeveloped helium volumes as of December 31, 2025.

In prior years, all proved undeveloped hydrocarbon

reserves and proved undeveloped helium volumes were scheduled to be developed within 5 years of the date they were first reported.

addition, we had material amounts of probable undeveloped hydrocarbon reserves and probable undeveloped helium volumes that were to be

developed beginning in 2029 and beyond.

As of December 31, 2025, the Company had no probable undeveloped hydrocarbon reserves and probable

undeveloped helium volumes.

The timing of the development of these hydrocarbon reserves and helium volumes in prior years were scheduled

in order to maintain the nameplate capacity of 20,000 MCF/day of inlet gas for our owned and operated Pecos Slope Gas Plant over the useful

life of the plant.

The development schedule was also allow us to fulfill the terms of our two 10-year helium contracts.

As of December

31, 2025, our two 10-year helium contracts had expired.

Oil and Gas Production Volumes, Prices and Costs

The following table is a summary of oil and natural gas production sold:

The following table is a summary of oil and natural gas production

For the year ended December 31, 2021

2 unchanged sentences

For the year ended December 31, 2024

The following table is a summary of average sale prices received and average production costs per Mcfe, excluding ad valorem and severance tax:

For the year ended December 31, 2025

The following table is a summary of average sale prices received and

average production costs per Mcfe, excluding ad valorem and severance tax:

Production Cost

3 unchanged sentences

For the year ended December 31, 2024

Gas prices noted in the above table are net of processing and transportation costs of $1.68, $2.12, $1.42, and $1.16 for the years ended December 31, 2021, 2022, 2023, and 2024, respectively.

For the year ended December 31, 2025

Gas prices noted in the above table are net of

processing and transportation costs of $1.68, $2.12, $1.42, $1.16 and $1.99 for the years ended December 31, 2021, 2022, 2023, 2024 and

2025, respectively.

Drilling and Other Exploratory and Development Activities

The Company has drilled no exploratory or development wells during the years ended December 31, 2021, 2022 2023, and 2024.

In addition, the Company currently has no wells in the process of being drilled.

The Company has drilled no exploratory or development

wells during the years ended December 31, 2021, 2022, 2023, 2024 and 2025.

In addition, the Company currently has no wells in the process

of being drilled.

The Company has engaged a third party to construct a processing plant.

1 unchanged sentence

Oil and Gas Properties, Wells, Operations, and Acreage

The following table is a summary of productive wells and acreage as of December 31, 2024:

The following table is a summary of productive wells and acreage as

of December 31, 2025:

Total productive wells

2 unchanged sentences

Total acreage

The numbers in the table above indicated as gross represent wells or acreage in which the company owns a working interest.

The numbers in the table above indicated as net represent the Company’s fractional ownership working interest in gross wells or acreage.

The numbers in the table above indicated as gross represent wells or

acreage in which the company owns a working interest.

The numbers in the table above indicated as net represent the Company’s fractional

ownership working interest in gross wells or acreage.

Seven of the gas wells in the above table have multiple completions.

All of the developed and undeveloped acreage in the above table is held by production.

The Company has acquired all of its interests in acreage and wells from acquisitions.

In all of its acquisitions, New Era Helium Corp has been assigned all of the rights, title and interests of its predecessors in the leases and wells conveyed.

This has included all title research, well files and logs, division of interest records, joint operating agreements and miscellaneous contracts.

The company has not yet commissioned fully updated title opinions on its leases.

All of the developed and undeveloped acreage in the above table is

held by production.

The Company has acquired all of its interests in acreage and wells

from acquisitions.

In all of its acquisitions, the Company has been assigned all of the rights, title and interests of its predecessors

in the leases and wells conveyed.

This has included all title research, well files and logs, division of interest records, joint operating

agreements and miscellaneous contracts.

The company has not yet commissioned fully updated title opinions on

We plan to complete this prior to any new drilling undertaken on a lease.

Intellectual Property

We rely on trademark and trade secret laws, as well as employee and third-party non-disclosure, confidentiality and other types of contractual arrangements to establish, maintain and enforce our intellectual property rights, including with respect to our proprietary rights related to our products.

We rely on trademark and trade secret laws, as well as employee and

third-party non-disclosure, confidentiality and other types of contractual arrangements to establish, maintain and enforce our intellectual

property rights, including with respect to our proprietary rights related to our products.

As of the date of this Report, we have the following trademarks:

4 unchanged sentences

N/A - application pending.

United States

N/A — trademark application pending, submitted 6/30/2023.

N/A — application pending.

We believe that the trademarks that we use in our business are important for building our brand image and brand recognition.

Therefore, we intend to develop marketing strategies, including advertising and branding campaigns, accordingly.

As of March 31, 2025, we had 7 employees primarily based in our Midland, Texas office.

The table below breaks down our full-time personnel by function as of March 31, 2025:

We believe that the trademarks that we use in our business are important

for building our brand image and brand recognition.

Therefore, we intend to develop marketing strategies, including advertising and branding

campaigns, accordingly.

As of March 11, 2026, we had 5 employees primarily based in our

Midland, Texas office.

The table below breaks down our full-time personnel by function

as of March 11, 2026:

General and Administrative

None of our employees are affiliated with the labor unions.

Legal Proceedings

From time to time, we may be party to or otherwise involved in legal proceedings arising in the ordinary course of business.

We recognize provisions for legal proceedings in our financial statements, in accordance with accounting rules, when we are advised by independent outside counsel that (i) it is probable that an outflow of resources will be required to settle the obligation and (ii) a reliable estimate can be made of the amount of the obligation.

The assessment of the likelihood of loss includes analysis by outside counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system.

Our provisions for probable losses arising from these matters are estimated and periodically adjusted by management.

In making these adjustments our management relies on the opinions of our external legal advisors.

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.

SUMMARY OF RISK FACTORS

Investing in us involves a degree of risk.

should carefully consider all information in this Annual Report on Form 10-K, including the Management’s Discussion & Analysis

section and the financial statements and related notes, prior to investing in our common stock.

These risks and uncertainties include,

but are not limited to, the following:

Related to Our Business

recently transitioned our primary business focus from helium exploration to digital infrastructure

and we may not be able to effectively execute our business strategy.

are a development-stage company and our new business strategy has no operating

history or historical revenue, and we face execution risk across all major components of our business.

have not yet constructed our facilities or entered into any binding contracts with any tenants,

and there is no guarantee that we will be able to do so in the future.

Our limited commercial

operating history makes it difficult to evaluate our prospects, the risks and challenges

we may encounter and our total potential addressable market.

Any delays or setbacks we may

experience could have a material adverse effect on our business, financial condition and

results of operations, and could harm our reputation.

will require significant additional capital to construct and complete our TCDC’s primary

site in Ector County, and we may not be able to secure such financing on time with acceptable

terms, or at all, which could cause delays in our construction, lead to inadequate liquidity

and increase overall costs.

● Technological

advances or disruptive innovations, specifically advancements in AI, may outpace our development

cycle, and we are exposed to technology obsolescence across all major asset classes.

depend on third-party vendors, contractors, and consultants to support our business.

intend to enter into a joint venture with a development partner to operate our flagship site.

While we expect to have the ability to influence certain business decisions affecting the

joint venture, the success of our investment in the joint venture will depend in large part

on the development partner’s operation of the joint venture.

and Large-scale Language Model, or LLM, infrastructure requirements are changing faster than

conventional infrastructure can be developed.

may face physical site risks, including severe weather events, environmental conditions,

or other disasters which could result in an interruption of our operations, a delay in the

completion of our data center projects, higher construction costs and the deferral of the

dates on which we could receive revenue, all of which could adversely affect us.

failure of our physical infrastructure, or acts of theft or vandalism to our physical infrastructure,

could lead to significant costs and disruptions that could reduce our revenue and harm our

business reputation and financial results.

scale of infrastructure planned at our data center projects will require extensive permitting,

interconnection, and third-party coordination.

face uncertainty and costly compliance with government regulations.

operate on federal and state lands, which have rules and regulations related to our business

and require us to pay royalties, which may adversely affect our operations.

a result of our remaining oil and gas leases, we are subject to environmental, health and

safety laws and regulations that may expose us to significant liabilities for penalties,

damages or costs of remediation or compliance.

regulatory and legislative developments related to climate change may materially adversely

affect our reputation, business, results of operations and financial position.

Related to Tenant Concentration and Leasing

near-term revenue may be heavily concentrated among a small number of anchor tenants.

of any major tenant to perform under its lease could result in material financial losses.

may not achieve tenant adoption at the pace or pricing levels required for financial viability.

Related to Our Governance and Operating Model

members of our management team have limited experience in operating a public company.

are subject to outstanding litigation filed by the State of New Mexico, which could result

in substantial legal fees or damages and may divert management’s time and attention

from our business.

Related to Market Conditions and Macroeconomic Factors

macroeconomic conditions could impair our ability to raise capital or complete development

overruns and inflationary pressures could materially increase development and operating costs

and impact our capital budget and profitability.

trade policy, including the imposition of tariffs and the resulting consequences,

may have a material adverse impact on our business and results of operations.

ris ks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely

affect our business operations.

If any of the following risks were to actually occur, our business, financial condition, results of operations

could be materially and adversely affected.

The headings provided herein are for convenience and reference purposes only and shall not

affect or limit the extent or interpretation of the risk factors.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business