Each one in plain English, with the numbers worked through for a shareholder.
30 July 2026financial restatement▼ BadMajor
Disclosed a restatement of Q1 2026 financials: $1.4M in deal costs were wrongly expensed instead of deferred, and executive performance stock units were understated by roughly $23.5M in grant-date fair value -- both flagged as a material weakness in internal controls, with the TCDC acquisition's own purchase-price accounting also now under review.
Macquarie agreed to extend the deadline for the company to set up a $100M at-the-market equity program under the term loan agreement -- a procedural covenant waiver; by this filing, Charles Nelson had succeeded E. Will Gray II as CEO.
Drew the full $20M first tranche of the Macquarie term loan and sold additional shares and warrants directly to Macquarie, while underwriters exercised their option for 4.5M more offering shares -- the data-center buildout financing is now actively flowing.
Closed the underwritten public offering required to unlock the Macquarie facility, issued true-up shares to Sharon AI and Zachary Zhou, and moved to prepay the Sharon AI convertible note early -- share count has ballooned to 93.5M shares outstanding, roughly ten times the count right after the 2024 merger.
Landed real infrastructure financing at last: Texas Critical Data Centers signed a senior secured term loan facility of up to $290M with Macquarie Equipment Capital to build out the data-center campus, replacing the toxic EPFA-style dilution financing that funded the company since its 2024 SPAC merger.
Took another insider bridge loan -- $5M from 5%+ shareholder Zachary Yi Zhou, later restructured to convert into stock at the company's next qualified financing -- continuing the pattern of insider-funded working capital ahead of permanent project financing.
Cleared title on the data-center land by paying Grow Odessa $4.35M to eliminate its repurchase rights, and issued 2.1M more shares to Sharon AI as a true-up on the TCDC buyout consideration.
20 Jan 2026asset acquisition disposition▲ GoodMajor
Closed the buyout of Sharon AI's stake in Texas Critical Data Centers, giving the company full ownership; separately amended warrant terms with its original EPFA-era lender (now named as ATW AI Infrastructure II LLC) to clear the way for the deal, and announced a new co-development partnership with Primary Digital Infrastructure.
29 Dec 2025asset acquisition disposition▲ GoodMajor
Agreed to buy out Sharon AI's entire 50% stake in the Texas Critical Data Centers joint venture for $70M ($10M cash, $10M stock, $50M convertible note), taking full ownership of the AI data-center project -- while the venture also closed its previously announced purchase of the extra 203 acres.
A same-day amendment to the Sharon AI buyout announcement, adding only the formal statement that the $10 million of stock and $50 million convertible note going to Sharon AI are being issued privately rather than registered. The deal itself is unchanged.
Texas Critical Data Centers agreed to buy another 203 acres in Ector County for about $5.1M, expanding the joint venture's Permian Basin data-center site to 438 contiguous acres.
Texas Critical Data Centers took a two-year option on roughly 3,500 acres in Lea County, New Mexico for $200,000 -- expanding its AI-campus site pipeline well beyond the original Texas footprint.
28 Oct 2025material agreement termination▼ BadMajor
Took a $4M short-term bridge loan (18% interest, secured by the Texas data-center land) from insider shareholder Joel Solis just a week after claiming to be well-capitalized, while AirLife Gases terminated its liquid-helium supply contract -- like Matheson in July -- forcing a $2.4M payment and confirming the original Pecos Slope helium plant is not coming online as planned.
20 Oct 2025material agreement termination▲ GoodMajor
Terminated the EPFA facility entirely -- which had been expanded to $1 billion in commitment size just two months earlier -- saying the company is now "sufficiently capitalized" and does not expect to need it; no termination penalty applies, closing out the toxic financing thread that began at the December 2024 merger close.
Nasdaq confirmed the company missed its September 2 deadline to fix the market-value deficiency and is now subject to delisting unless it wins a hearing before Nasdaq's panel; the company (by now renamed New Era Energy & Digital, Inc., trading as NUAI/NUAIW) says it may raise capital or pursue a PIPE to move down to the Nasdaq Capital Market instead.
The Texas Critical Data Centers joint venture with Sharon AI closed on its first land purchase -- 235 acres in Ector County, Texas -- for the planned AI/HPC data center campus, the first concrete capital commitment behind the January pivot into AI infrastructure.
Amended the EPFA a third time (to allow pre-market share sales); disclosed that, as of this date, the company had already sold 12.8M shares for only $8.6M gross -- roughly $0.67/share -- confirming heavy dilution at depressed prices.
9 July 2025material agreement termination▼ BadMajor
Matheson Tri-Gas terminated its agreement to buy half the helium output from the company's Pecos Slope Plant, because the plant had missed its July 1, 2025 contractual start-up deadline -- the first sign the original helium-production business was stalling.
Two more Nasdaq deficiency notices arrived the same day: the market value of publicly held shares fell below $15M and the stock's closing bid price stayed under $1.00 -- both carrying 180-day cure periods to November 12, 2025, compounding the earlier market-value warning.
Renegotiated the EPFA again to let the Company defer principal payments on its $10M in notes for a 2% monthly fee -- a sign of tightening cash even as the note holder kept collecting interest.
Nasdaq warned that New Era Helium's total market value had stayed below the $50M minimum for 30 straight days, starting a 180-day clock (to September 2, 2025) to regain compliance or face a move to the Nasdaq Capital Market.
Amended and restated the EPFA financing to set a hard "Floor Price" of $0.7176/share (20% of the stock's 5-day average), adjustable only downward every six months -- a classic dilutive-ratchet structure signaling a weak, falling share price.
21 Jan 2025capital raising announcement▲ GoodMajor
Six weeks after going public, New Era Helium began pivoting into AI infrastructure: it formed a 50/50 joint venture, Texas Critical Data Centers LLC, with Sharon AI to build a 250MW gas-fired data center in the Permian Basin, while also drawing a second $3M note under its EPFA financing facility.
Full disclosure of the completed merger: only 4.9M ROCL shares were outstanding at record date (most public shareholders had redeemed out), NEH security holders received 8.9M shares of the combined company, and $2.4M in bridge-financing debentures converted into equity -- confirming this was a small, redemption-drained SPAC deal.
The moment the merger closed, the company signed a $75M Equity Purchase Facility with an institutional investor plus $10M in senior secured convertible notes (7% original issue discount, secured by all company assets) -- a dilutive, toxic-style financing structure typical of a cash-strapped post-SPAC company.
The SPAC merger closed: Roth CH Acquisition V and New Era Helium Corp completed their business combination, and the surviving public company was renamed New Era Helium Inc., trading on Nasdaq as NEHC/NEHCW under CEO E. Will Gray II.
Amendment No. 5 disclosed that Roth CH V had filed a preliminary proxy on 25 October seeking up to six one-month extensions of its completion window, from 4 December 2024 out to 4 June 2025 -- a week after the previous amendment warned that going past the Nasdaq 36-month limit would trigger suspension and delisting. Audited accounts for the new Nevada holding company, incorporated on 24 June 2024, were added.
Amendment No. 4 added the hard stop. Nasdaq rule IM-5101-2 gives a blank-cheque company 36 months from its listing to complete a combination; the filing states that extending beyond 30 November 2024 would breach the rule and bring immediate suspension and delisting, after which the stock could be treated as a penny stock under Rule 419. The proposed charter also lifts authorised capital from 50 million shares of common stock to 70 million common plus 5 million preferred that the board may issue on terms it sets itself.
Amendment No. 3 carried two further deal amendments -- an 11 September third amendment again restating the "Company Merger Shares" and "Net Debt" definitions, and a 30 September fourth amendment extending the outside date to 30 November 2024 -- and disclosed that New Era had been drawing bridge debentures to keep going: $125,000 in July, $825,000 in August and $1,130,000 in September. Directors of the combined company are to be paid $200,000 a year, $60,000 cash and $140,000 in stock granted after a year's service.