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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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NEW ERA HELIUM INC. (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) |
64428N109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 64428N109 |
| 1 | Names of Reporting Persons
CR Financial Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
642,800.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: This percentage is calculated based upon 14,105,152 shares of common stock issued and outstanding (as of February 13, 2025).
SCHEDULE 13G
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| CUSIP No. | 64428N109 |
| 1 | Names of Reporting Persons
Byron Roth | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,149,523.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.15 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: This percentage is calculated based upon 14,105,152 shares of common stock issued and outstanding (as of February 13, 2025). Consists of 506,723 shares owned by Byron Roth, 85,067 shares owned by Gordon Roth, and 642,800 shares owned by CR Financial Holdings, Inc. over which Byron Roth and Gordon Roth have shared voting and dispositive power.
SCHEDULE 13G
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| CUSIP No. | 64428N109 |
| 1 | Names of Reporting Persons
Gordon Roth | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
727,867.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: This percentage is calculated based upon 14,105,152 shares of common stock issued and outstanding (as of February 13, 2025). Consists of 506,723 shares owned by Byron Roth, 85,067 shares owned by Gordon Roth, and 642,800 shares owned by CR Financial Holdings, Inc. over which Byron Roth and Gordon Roth have shared voting and dispositive power.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NEW ERA HELIUM INC. | |
| (b) | Address of issuer's principal executive offices:
4501 Santa Rosa Drive, Midland, TX 79707 | |
| Item 2. | ||
| (a) | Name of person filing:
1. CR Financial Holdings, Inc.
2. Byron Roth
3. Gordon Roth | |
| (b) | Address or principal business office or, if none, residence:
c/o Roth CH Acquisition V Co, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660 | |
| (c) | Citizenship:
CA | |
| (d) | Title of class of securities:
COMMON STOCK, PAR VALUE $0.0001 PER SHARE | |
| (e) | CUSIP No.:
64428N109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by this item is set forth above on the cover page for each of the Reporting Persons. | |
| (b) | Percent of class:
The information required by this item is set forth above on the cover page for each of the Reporting Persons. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by this item is set forth above on the cover page for each of the Reporting Persons. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by this item is set forth above on the cover page for each of the Reporting Persons. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by this item is set forth above on the cover page for each of the Reporting Persons. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by this item is set forth above on the cover page for each of the Reporting Persons. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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