[8-K] New Era Helium Inc Reports Material Event

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. announced a corporate name change from New Era Helium Inc. and a rebranding to reflect a strategic focus on powering next-generation AI data center infrastructure. The company said it will begin trading under its new name and Nasdaq symbol NUAI effective August 13, 2025.

The company attached a press release as Exhibit 99.1 to this Current Report and incorporated it by reference, and stated that the information in Item 7.01 and the attached press release "shall not be deemed 'filed'" for purposes of the Exchange Act nor automatically incorporated into other filings except by specific reference. No financial results, transactions, or other operational details were included in this report.

Positive

• Corporate rebrand to New Era Energy & Digital, Inc., aligning the company with a stated strategic focus on AI data center infrastructure
• Nasdaq ticker update: the company will begin trading under NUAI, providing a clear market identifier for the rebranded company
• Press release attached as Exhibit 99.1, ensuring the announcement is documented in the Current Report

Negative

• None.

Insights

Financial Analyst

TL;DR: Name and ticker change signal strategic repositioning toward AI data center infrastructure; no financial impact disclosed.

The company formally changed its corporate name to New Era Energy & Digital, Inc. and will trade as NUAI on Nasdaq, reflecting an explicit strategic focus on AI data center infrastructure as stated in the press release. The filing includes the press release as Exhibit 99.1 but provides no revenue, earnings, balance sheet, or transaction data. Absent financial or operational metrics, the immediate investor impact is informational; materiality depends on subsequent disclosures that quantify strategic investments, partnerships, or revenue shifts tied to the rebrand.

Corporate Governance Expert

TL;DR: Administrative disclosure of corporate rebranding and ticker change; governance disclosure is routine and properly documented.

The Current Report documents a corporate name change and Nasdaq symbol update and attaches the press release as Exhibit 99.1, consistent with disclosure practices for material corporate events. The filing explicitly states the press release information is "not deemed filed" for Exchange Act purposes, which limits automatic incorporation into other filings. The report does not disclose board actions, shareholder approvals, or amendments to charter documents, so governance-level changes beyond the public rebranding are not evident from this filing alone.

false 0002028336 0002028336 2025-08-12 2025-08-12 0002028336 us-gaap:CommonStockMember 2025-08-12 2025-08-12 0002028336 NUAI:WarrantsMember 2025-08-12 2025-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

August 12, 2025

Date of Report (Date of earliest event reported)

NEW ERA ENERGY & DIGITAL, 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

NEW ERA HELIUM INC.

(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		NUAI		The Nasdaq Stock Market LLC
Warrants		NUAIW		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 7.01 Regulation FD Disclosure.

On August 12, 2025, the Company issued a press release announcing that it was changing its name to New Era Energy & Digital, Inc. as part of its rebranding to reflect its strategic focus on powering next-generation AI Data Center infrastructure and will begin trading under its new name and Nasdaq symbol NUAI effective August 13, 2025. 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
99.1		Press release dated August 12, 2025
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

1

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: August 13, 2025

	NEW ERA ENERGY & DIGITAL, INC.
	By:	/s/ E. Will Gray II
	Name:	E. Will Gray II
	Title:	Chief Executive Officer

2

FAQ

What is New Era Helium Inc.'s new name?

The company announced it changed its name to New Era Energy & Digital, Inc.

When will the company start trading under the new Nasdaq ticker?

The company stated it will begin trading under the new Nasdaq symbol NUAI effective August 13, 2025

What is the new Nasdaq symbol and how does it relate to NEHC?

The new Nasdaq symbol is NUAI. The filing lists the registrant previously as New Era Helium Inc. (ticker NEHC was the prior identifier)

Where can I find the press release announcing the change?

The press release is attached to this Current Report as Exhibit 99.1

Is the press release considered 'filed' with the SEC?

No. The filing states the information in Item 7.01 and the attached Exhibit 99.1 "shall not be deemed 'filed'" for purposes of the Exchange Act and is not incorporated by reference in other filings unless expressly stated