Roth CH Acquisition V (NASDAQ: ROCL, ROCLU, ROCLW) Announces Merger Candidate New Era Helium Corp.’s Letter of Intent to Form a Joint Venture with Leading AI Datacenter Developer Sharon AI
Roth CH Acquisition V announces that Sharon AI and New Era Helium have signed a non-binding letter of intent to form a 50/50 joint venture for a 90MW net-zero energy data center in the Permian Basin. The project will leverage New Era Helium's existing Pecos Slope Field and include a power plant expected to capture 250,000 metric tons of CO2. Sharon AI will design and operate the Tier 3 data center with Nvidia and Lenovo partnerships, while New Era Helium will provide energy infrastructure and gas supply under a five-year agreement with extension options.
Roth CH Acquisition V annuncia che Sharon AI e New Era Helium hanno firmato una lettera di intenti non vincolante per formare una joint venture 50/50 per un data center energetico a zero emissioni nete di 90MW nel Permian Basin. Il progetto sfrutterà il già esistente Pecos Slope Field di New Era Helium e includerà una centrale elettrica prevista per catturare 250.000 tonnellate metriche di CO2. Sharon AI progetterà e gestirà il data center di livello 3 in partnership con Nvidia e Lenovo, mentre New Era Helium fornirà infrastrutture energetiche e approvvigionamento di gas secondo un accordo quinquennale con opzioni di estensione.
Roth CH Acquisition V anuncia que Sharon AI y New Era Helium han firmado una carta de intención no vinculante para formar una empresa conjunta 50/50 para un centro de datos de energía neta cero de 90MW en la Cuenca de Permian. El proyecto aprovechará el existente Pecos Slope Field de New Era Helium e incluirá una planta de energía que se espera capture 250,000 toneladas métricas de CO2. Sharon AI diseñará y operará el centro de datos de nivel 3 en colaboración con Nvidia y Lenovo, mientras que New Era Helium proporcionará la infraestructura energética y el suministro de gas bajo un acuerdo de cinco años con opciones de extensión.
Roth CH Acquisition V는 Sharon AI와 New Era Helium가 Permian Basin에 90MW의 탄소 중립 데이터 센터를 설립하기 위한 비구속적 의향서를 체결했다고 발표했습니다. 이 프로젝트는 New Era Helium의 기존 Pecos Slope Field를 활용하고 연간 250,000톤의 CO2를 포집할 것으로 예상되는 발전소를 포함할 것입니다. Sharon AI는 Nvidia 및 Lenovo와의 파트너십으로 Tier 3 데이터 센터를 설계하고 운영하며, New Era Helium은 5년 계약에 따라 에너지 인프라 및 가스를 공급할 것입니다.
Roth CH Acquisition V annonce que Sharon AI et New Era Helium ont signé une lettre d'intention non contraignante pour former une coentreprise à 50/50 pour un centre de données à énergie nette zéro de 90MW dans le bassin de Permian. Le projet tirera parti du Pecos Slope Field existant de New Era Helium et comprendra une centrale électrique censée capturer 250 000 tonnes métriques de CO2. Sharon AI concevra et exploitera le centre de données de niveau 3 en partenariat avec Nvidia et Lenovo, tandis que New Era Helium fournira l'infrastructure énergétique et l'approvisionnement en gaz dans le cadre d'un accord de cinq ans avec des options de prolongation.
Roth CH Acquisition V gibt bekannt, dass Sharon AI und New Era Helium einen nicht verbindlichen Absichtserklärung unterzeichnet haben, um ein 50/50 Joint Venture für ein 90-MW-Netto-Null-Energie-Datenzentrum im Permian Basin zu gründen. Das Projekt wird das bestehende Pecos Slope Field von New Era Helium nutzen und eine Kraftwerksanlage umfassen, die voraussichtlich 250.000 metrische Tonnen CO2 erfassen wird. Sharon AI wird das Tier-3-Datenzentrum in Partnerschaft mit Nvidia und Lenovo entwerfen und betreiben, während New Era Helium die Energieinfrastruktur und die Gasversorgung im Rahmen eines fünfjährigen Vertrags mit Verlängerungsoptionen bereitstellt.
- Formation of 50/50 joint venture for a 90MW data center development
- Potential qualification for 45Q tax credits through CO2 capture
- Secured partnerships with major tech companies (Nvidia, Lenovo)
- Five-year fixed-cost gas supply agreement with extension options
- Opportunity for significant power plant expansion
- Non-binding agreement status creates execution uncertainty
- No definitive timeline for project completion
- Significant capital investment required for infrastructure development
Insights
Under the terms of the 50/50 joint venture, the parties will jointly design, build and operate an initial 90MW power plant and subsequent deployment of Tier 3 data centers. The JV has identified a suitable site and preliminary specifications for the power plant and data center infrastructure. Furthermore, the 90MW power plant is expected to capture approximately 250,000 metric tons of CO2 in order to qualify for certain 45Q tax credits associated with carbon capture, utilization and storage (CCUS). The JV will leverage the existing Pecos Slope Field owned and operated by New Era Helium where it currently produces helium, natural gas liquids and dry natural gas within its 137,000-acreage position. As part of the JV, New Era Helium will enter into a gas supply agreement with the JV at a mutually agreed fixed cost for five years plus three options of five years each.
Sharon AI will be the exclusive AI/HPC provider and is expected to design, build and operate the high density, liquid cooled, Tier 3 data center at the project site. Sharon AI expects to work with its ecosystem partners, including Nvidia and Lenovo, on the data center, GPU, network architecture and design, which is expected to include Nvidia Cloud Partner (NCP) reference architecture to deliver optimal performance for AI/HPC training and inference workloads.
New Era Helium will be the exclusive provider and build partner of the energy infrastructure required to power the project, including gas-fired power plant design and construction, CO2 carbon capture and associated pipeline works.
The initial 90MW gas-fired power plant has the potential to expand significantly over time, with the JV partners working to identify project expansion opportunities, including with offtake partners, which may include hyperscalers and other large energy users.
Roth CH Acquisition V Co., a publicly traded special purpose acquisition company, and New Era Helium Corp. signed a definitive agreement for a business combination on January 4, 2024, that is expected to result in NEH becoming a public company listed on Nasdaq. On November 6, 2024, the
Wolf Schubert, CEO of Sharon AI Inc. commented: “We are very excited to be building Tier 3 direct-to-chip liquid cooling data centers in the
E. Will Gray II, CEO of New Era Helium Corp commented: “The Sharon AI partnership marks an integral step in New Era Helium’s advancement of high-grading natural gas production into multiple revenue streams and vertical integration into energy infrastructure. Given the growth in cloud computing and AI, uninterruptible power remains a critical asset and power, much like helium, remains a critical puzzle piece to its continued adoption. This JV allows us to take our dry natural gas by-product and monetize it into power, realizing a much higher net price. Additionally, we are enthusiastic to partner with the Sharon AI team as they have a proven track record in the development of high compute datacenters. Our shareholders will benefit from our joint ownership and partnership in this project and what we anticipate will grow beyond a 90MW project.”
John Lipman, Co-CEO of Roth CH Acquisition V Co., stated, “We are thrilled to see New Era Helium and Sharon AI come together on this potential Joint Venture. We see this as a new revenue, profit, and growth stream for New Era Helium to use its large natural gas reserves to provide a reliable consistent power energy source to the rapidly expanding AI Datacenter market. The Sharon AI team has deep sector expertise and experience in building and managing datacenters, and key partnerships with industry leaders Lenovo and Nvidia. New Era Helium’s roots in the Permian Basin will provide this proposed partnership with the strategic know-how and local relationships for power, supply, and construction.”
Please join the management of New Era Helium and Sharon AI on November 13, 2024 to learn more about this new venture. Details can be found below:
NEH and Sharon AI Webinar: November 13, 2024, at 2:30 PM Eastern Time (
Register in advance:
https://us02web.zoom.us/webinar/register/WN_n4XAaLScSy-A8udA5eJavg
After registering, you will receive a confirmation email containing information about joining the webinar.
About Sharon AI, Inc.
Sharon AI, Inc. is a High-Performance Computing company focused on Artificial Intelligence, GPU Compute Infrastructure, and Cloud Data Storage. Sharon AI has a hybrid operational model that sees it deploy in Tier III and Tier IV co-location data centers as well as design, build and operate its own proprietary Tier 3 data center facilities. For more information, visit: www.sharonai.com
About New Era Helium Corp.
New Era is an exploration and production company that sources helium produced in association with the production of natural gas reserves in
About Roth CH Acquisition V Co.
Roth CH Acquisition V Co. is a blank check company incorporated for the for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Roth CH Acquisition V Co. is jointly managed by affiliates of Roth Capital Partners and Craig-Hallum Capital Group. Its initial public offering occurred on December 3, 2021. Roth CH’s vote date on its proposed merger with New Era Helium is November 26, 2024. For more information, visit https://www.rothch.com/.
Additional Information and Where to Find It
In connection with the Proposed Business Combination, RothCh and its subsidiary, Roth CH V Holdings, Inc. (“Holdings”), have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-280591) (the “Registration Statement”) containing a proxy statement of RothCH that also constitutes a prospectus of Holdings (the “Proxy Statement/Prospectus”). The Registration Statement was declared effective by the SEC on November 6, 2024, and was first mailed to ROCL’s stockholders on or about November 6, 2024.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Roth CH V’s and New Era’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” “intends,” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in Roth CH’s final prospectus for its initial public offering, filed with the SEC on December 2, 2021, under the heading “Risk Factors.” These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and Roth CH and New Era believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither Roth CH nor New Era is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
In addition to factors previously disclosed in Roth CH’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) expectations regarding New Era’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and New Era’s ability to invest in growth initiatives and pursue acquisition opportunities; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; (iii) the outcome of any legal proceedings that may be instituted against Roth CH or New Era following announcement of the Proposed Business Combination and the transactions contemplated thereby; (iv) the inability to complete the Proposed Business Combination due to, among other things, the failure to obtain Roth CH stockholder approval on the expected terms and schedule, as well as the risk that regulatory approvals required for the Proposed Business Combination are not obtained or are obtained subject to conditions that are not anticipated; (v) the failure to meet the minimum cash requirements of the business combination agreement due to Roth CH stockholder redemptions and the failure to obtain replacement financing; the inability to complete the concurrent PIPE, (vi) the risk that the Proposed Business Combination or another business combination may not be completed by Roth CH’s business combination deadline and the potential failure to obtain an extension of the business combination deadline; (vii) the risk that the announcement and consummation of the Proposed Business Combination disrupts New Era’s current operations and future plans; (viii) the ability to recognize the anticipated benefits of the Proposed Business Combination; (ix) unexpected costs related to the Proposed Business Combination; (x) the amount of any redemptions by existing holders of the Roth CH Common Stock being greater than expected; (xi) limited liquidity and trading of Roth CH’s securities; (xii) geopolitical risk and changes in applicable laws or regulations; (xii) the possibility that Roth CH and/or New Era may be adversely affected by other economic, business, and/or competitive factors; (xiv) operational risk; (xv) risk that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on our business operations, as well as our financial condition and results of operations; and (xvi) the risks that the consummation of the Proposed Business Combination is substantially delayed or does not occur.
Any financial projections in this communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Roth CH’s and New Era’s control. While all projections are necessarily speculative, Roth CH and New Era believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this communication should not be regarded as an indication that Roth CH and New Era, or their representatives, considered or consider the projections to be a reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
The foregoing list of factors is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Roth CH and is not intended to form the basis of an investment decision in Roth CH V. Readers should carefully review the foregoing factors and other risks and uncertainties described in the “Risk Factors” section of the Registration Statement and the other reports, which Roth CH V has filed or will file from time to time with the SEC. There may be additional risks that neither Roth CH V nor New Era presently know, or that Roth CH V and New Era currently believe are immaterial, that could cause actual results to differ from those contained in forward looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this press release. All subsequent written and oral forward-looking statements concerning Roth CH V and New Era, the Proposed Business Combination or other matters and attributable to Roth CH and New Era or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Participants in the Solicitation
RothCH, New Era and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the Proposed Business Combination described herein under the rules of the SEC. Information about such persons and a description of their interests are contained in the Registration Statement. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication does not constitute a proxy statement or solicitation of a proxy, consent, vote or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange any securities, nor shall there be any sale, issuance or transfer of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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Roth CH Acquisition V Co.
RothCH@roth.com
Sharon AI, Inc.
Media Contact:
info@sharonai.com
New Era Helium Corp.
Investor and Media Contact:
Investor Relations
Jonathan.Paterson@harbor-access-com
Tel +1 475 477 9401
Source: Roth CH Acquisition V
FAQ
What is the purpose of the joint venture between Sharon AI and New Era Helium (ROCLU)?
How much CO2 will the new data center project capture?
What is the duration of the gas supply agreement in the joint venture?
When is the Special Meeting for Roth CH stockholders to vote on the business combination?
