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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
July 17, 2025
Date of Report (Date of earliest event reported)
NEW ERA HELIUM INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada |
|
001-42433 |
|
99-3749880 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
4501 Santa Rosa Dr.
Midland, TX |
|
79707 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (432) 695-6997
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock |
|
NEHC |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
NEHCW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement
On July 17, 2025, Texas Critical Data Centers LLC
(“TCDC”), a joint venture between New Era Helium Inc. (“NEH” or the “Company”),
and Sharon AI, Inc., executed a purchase agreement (the “Agreement”) with Odessa Industrial Development Corporation
d/b/a Grow Odessa, a Texas nonprofit corporation, with respect to the purchase by TCDC of approximately 235 acres in Ector County, Texas
for a 250MW AI and HPC data center campus planned by TCDC. The closing of the transaction occurred on July 25, 2025.
The foregoing summary of the
Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On July 29, 2025, the Company issued a press release
announcing that on July 25, 2025 TCDC closed on the purchase of 235 acres in Ector County, Texas. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information included in this Item 7.01 of this
Current Report, including the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 10.1† |
|
Purchase Agreement, dated July 17, 2025. |
| 99.1 |
|
Press release dated July 29, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
| † | Confidential treatment has been requested for portions of
this exhibit. Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is
both not material and would likely cause competitive harm to the registrant if publicly disclosed. The Registrant hereby agrees to furnish
an unredacted copy of the exhibit and its materiality and competitive harm analyses to the SEC upon request. |
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: July 29, 2025
| |
NEW ERA HELIUM INC. |
| |
|
|
| |
By: |
/s/ E. Will Gray II |
| |
Name: |
E. Will Gray II |
| |
Title: |
Chief Executive Officer |
2
