Business Context and Reporting Period
Company: New Era Energy & Digital, Inc. (formerly New Era Helium, Inc.)
Filing Type: Form 10-Q (Unaudited)
Period Ended: June 30, 2025
Business Overview: The Company is an exploration and production company focused on helium, natural gas, oil, and natural gas liquids (NGLs), primarily in Chaves County, New Mexico. It operates through subsidiaries Solis Partners, LLC and NEH Midstream LLC. The Company recently completed a business combination with Roth CH Acquisition V Co. in December 2024 and changed its name and trading symbol (NUAI) in August 2025.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 |
|---|---|---|
| Total Revenues, Net | $535,569 | $349,588 |
| Net Loss | $(6,926,260) | $(1,948,791) |
| Net Loss Per Share (Basic & Diluted) | $(0.45) | $(0.30) |
| Cash and Cash Equivalents (End of Period) | $5,199,825 | $28,855 |
| Working Capital | $(3,384,529) Deficit | Not Provided |
| Total Assets | $13,814,559 | $9,182,847 |
| Total Liabilities | $13,951,943 | $11,231,685 |
| Stockholders' Deficit | $(137,384) | $(2,048,838) |
Debt Obligations: As of June 30, 2025, outstanding loans and financing totaled approximately $10.76 million, including a $2.0 million AirLife Note and convertible notes with a principal balance of $8.76 million (net of discounts).
Material Changes vs. Prior Period
- Revenue Growth: Net revenue increased by 53.2% ($185,981) compared to the prior six-month period, driven primarily by a $240,294 increase in natural gas revenue due to higher net gas prices, partially offset by a decrease in NGL revenue.
- Expense Surge: Total costs and expenses increased by 48.1% ($1.45 million). General and administrative (G&A) expenses rose by 94.0% ($1.68 million), attributed to increased public company filing costs, D&O insurance, employee compensation, and marketing.
- Interest Expense: Interest expense skyrocketed by 2,015.6% ($2.82 million) due to the amortization of debt discounts and issuance costs associated with new convertible notes and the Equity Purchase Facility Agreement (EPFA).
- Liquidity Position: Cash balances improved significantly from $28,855 to $5.2 million, funded primarily by $9.7 million in financing activities (issuance of common stock and convertible notes).
Guidance, Outlook, Risks, and Unusual Items
- Going Concern Warning: Management has determined that the Company's liquidity condition raises substantial doubt about its ability to continue as a going concern for the twelve months following the issuance date. This is due to significant operating losses, a working capital deficit, and concerns regarding the ability to sell sufficient shares under the EPFA at prices high enough to meet obligations.
- Nasdaq Delisting Risk: The Company received a notice from Nasdaq on March 4, 2025, regarding failure to meet the $50 million Market Value of Listed Securities (MVLS) requirement. The Company has until September 2, 2025, to regain compliance or risk delisting.
- EPFA Expansion: In August 2025, the Company amended its Equity Purchase Facility Agreement, increasing the commitment amount from $75 million to $1.0 billion, providing a potential source of capital subject to market conditions.
- Joint Venture: The Company formed a joint venture, Texas Critical Data Centers LLC, with SharonAI to develop a 250 MW gas-fired power plant and data center in Texas. The Company has contributed $825,000 to date.
- Unusual Items: The Company recorded $294,542 in "Other, net" expenses related to penalties for late payment of excise and withholding taxes. Additionally, the Company recognized significant non-cash interest expense due to debt discount amortization.
Investor Verification Checklist
- Going Concern Status: Verify the Company's specific plan to resolve the substantial doubt regarding its ability to continue operations, given the reliance on the EPFA and volatile share price.
- Nasdaq Compliance: Monitor the Company's progress in meeting the $50 million MVLS threshold by the September 2, 2025 deadline to avoid delisting.
- Debt Covenants and Defaults: Review the terms of the Convertible Notes and AirLife Note, specifically the "Event of Default" conversion features and the impact of the recent deferral of principal payments.
- EPFA Utilization: Assess the Company's ability to utilize the expanded $1.0 billion EPFA given the current low share price and the "Floor Price" restrictions.
- Joint Venture Capital Calls: Evaluate the potential for additional capital contributions required for the Texas Critical Data Centers LLC joint venture.