新纪元氦气公司美股招股说明书(2025-06-02版)

230,746 Private Warrants New Era Helium Inc. This prospectus supplement updates, amends and supplements the prospectus contained in our Registration Statement on FormS-1,effective as of January15, 2025 (as supplemented on February24, 2025, April2, 2025, May6, 2025, May15, 2025, May16, 2025,May28, 2025, and as may be further supplemented or amended from time to time, the “Prospectus”) (Registration No.333-284076). This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with theinformation contained in (A) our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on June 2,2025 and (B) our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on April 25, 2025 (together, This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this Our common stock, par value $0.0001 per share (“Common Stock”), is listed on The Nasdaq Global Market under the symbol“NEHC”, and our warrants to purchase shares of Common Stock (the “Tradeable Warrants”) are listed on The Nasdaq Stock Marketunder the symbol “NEHCW.” On May30, 2025, the last reported sales price of the Common Stock was $0.5071 per share, and the last Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page19 of the Prospectus, and under similar headings in any amendment orsupplements to the Prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is June2, 2025. Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder 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) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.¨ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. Departure of Director On May 30, 2025, William H. Flores resigned as a member of the Board of Directors of New Era Helium, Inc. (the“Company”) with an effective date of May 30, 2025. Mr. Flores’ resignation was not the result of any disagreement between him andthe Company, the Board of Directors, or any committee of the Board of Directors on any matter.The Company will be seeking a SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned hereunto duly authorized. Dated: June 2, 2025 NEW ERA HELIUM INC. By:/s/ E. Will Gray IIName:E. Will Gray IITitle:Chief Executive Officer Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder 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) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.¨ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. Departure of Chief Financial Officer On April 22, 2025, Michael J. Rugen resigned as the Chief Financial Officer of New Era Helium, Inc. (the “Company”) withan effective date of May 31, 2025 (the “Effective Date”). Mr. Rugen’s resignation was not the result of any disagreement between him Mr. Rugen indicated that he would make himself available after the Effective Date to provide transition services, as requestedby the Company, to facilitate an effective transition of his job responsibilities to a successor. The Company will be seeking a suitable SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the re