Welcome to our dedicated page for New Era Energy & Digital SEC filings (Ticker: NUAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for New Era Energy & Digital, Inc. (NASDAQ: NUAI) provides direct access to the company’s official regulatory disclosures, including Forms 8‑K, registration statements, and proxy materials. These documents are the primary source for understanding how New Era describes its next‑generation digital infrastructure and integrated power asset strategy, as well as its capital structure, governance, and material transactions.
Through its 8‑K filings, New Era reports material events such as the binding term sheet to acquire Sharon AI’s 50% interest in Texas Critical Data Centers LLC (TCDC), purchase agreements for additional land that expand the TCDC AI and high‑performance computing campus in Ector County, Texas, and the land option purchase agreement for approximately 3,500 acres in Lea County, New Mexico for a large-scale AI data center campus. Other 8‑Ks detail financing arrangements, including a secured promissory note, actions related to an Equity Purchase Facility Agreement, and the termination of a liquid helium sales agreement, reflecting the company’s transition away from legacy helium and natural gas activities.
Filings also document New Era’s Nasdaq listing status and its response to listing requirements, along with a definitive proxy statement (DEF 14A) that outlines proposals for director elections, auditor ratification, and other governance matters. An S‑1/A registration statement describes the company’s background, its business combination history, its status as an emerging growth company and smaller reporting company, and the registration of common stock and warrants.
On Stock Titan, these SEC filings are updated as they are posted to the EDGAR system and can be paired with AI‑generated summaries that highlight key terms, transaction structures, and governance changes. Users can review 10‑K and 10‑Q reports when available, track 8‑K event disclosures, and monitor registration statements and proxy materials to build a detailed view of how New Era Energy & Digital presents its AI‑focused infrastructure strategy, capital decisions, and regulatory obligations.
New Era Energy & Digital, Inc. is registering up to
New Era Energy & Digital, Inc. has an effective prospectus covering 50,839,403 shares of common stock and 230,746 private warrants, which this supplement updates with new deal information. The company has completed a $70,000,000 acquisition of SharonAI, Inc.’s 50% interest in Texas Critical Data Centers LLC, giving it full ownership of the data center business. Consideration includes $10,000,000 in cash, $10,000,000 in equity tied to the next financing, and a $50,000,000 senior secured convertible note maturing June 30, 2026 at 10% interest. Based on a $4.33 share price and a floor of $0.87, up to approximately 11.5 million shares could be issued on conversion, and First Tranche Warrant terms were reset to allow up to 5 million shares at a $2.00 exercise price.
New Era Energy & Digital is registering 5,218,690 existing shares for resale and 5,750,000 shares of common stock underlying public warrants. Alongside this mixed shelf update, the company completed the acquisition of SharonAI’s 50% interest in Texas Critical Data Centers LLC for a total of $70 million, paid as $10 million in cash, $10 million in equity issued in its next qualifying equity financing, and a $50 million senior secured convertible note. The note bears 10% annual interest, matures on June 30, 2026, and permits conversion of 20% of principal into common stock, with a floor price that implies a maximum of about 11.5 million shares based on a $4.33 closing price. A separate waiver with an institutional investor reduces certain warrant exercise prices to $2.00, increasing the maximum issuable shares under those warrants to 5 million and contemplates up to $60 million of future convertible preferred stock, subject to ownership caps and Nasdaq share limits.
New Era Energy & Digital, Inc. completed its previously announced acquisition of SharonAI’s equity interests in Texas Critical Data Centers LLC for a total of $70 million. The price is structured as $10 million in cash, $10 million in equity securities to be issued in the Company’s next equity financing, and a $50 million senior secured convertible promissory note, all subject to a 19.99% ownership cap.
The Convertible Note bears 10% annual interest, matures on June 30, 2026, and is secured by the Company’s ownership in TCDC and TCDC’s assets. SharonAI may convert 20% of the note into common stock at a 30‑day volume‑weighted average price, with a floor at 20% of the market price on closing; based on a $4.33 closing share price, the maximum shares issuable under the note are about 11.5 million.
In a related waiver with ATW AI Infrastructure II LLC, the Company reduced the exercise price of certain First Tranche Warrants to $2.00, making up to 5 million shares issuable, and agreed to negotiate up to $60 million of convertible preferred stock subject to a 4.99% ownership cap.
New Era Energy & Digital, Inc. completed a $70 million acquisition of SharonAI’s equity interests in Texas Critical Data Centers LLC. The price includes $10 million in cash, $10 million in equity securities to be issued in the company’s next equity financing, and a $50 million senior secured convertible promissory note, with the entire consideration subject to a 19.99% ownership cap.
The Convertible Note bears 10% annual interest, matures on June 30, 2026, and is secured by the company’s ownership in TCDC and TCDC’s assets. SharonAI may convert 20% of the note into common stock at a 30‑day VWAP, with a floor of 20% of the closing market price. Using a $4.33 closing price on January 16, 2026 and a floor price of $0.87, the maximum number of shares issuable under the note is about 11.5 million.
Through a Waiver and Consent with ATW AI Infrastructure II LLC, the company reduced the exercise price of existing First Tranche Warrants to $2.00, increasing the maximum shares issuable under those warrants to 5 million, and agreed to negotiate up to $60 million of convertible preferred stock subject to a 4.99% ownership cap.
New Era Energy & Digital Inc. reported signing a binding term sheet to buy SharonAI Inc.’s entire 50% interest in Texas Critical Data Centers LLC for a total of
The parties must negotiate and sign definitive agreements reflecting the term sheet by
New Era Energy & Digital, Inc. issued Supplement No. 1 to its November 20, 2025 proxy statement to clarify quorum requirements for its annual meeting of stockholders on December 16, 2025 at 10:00 a.m., Eastern Time.
The supplement explains that a quorum is reached when stockholders representing one-third (33.4%) of the common shares issued, outstanding, and entitled to vote are present. As of the record date, 53,449,171 shares may be voted, so 17,852,023 shares are required for a quorum.
Stockholders can participate in the meeting by teleconference using U.S. and international dial-in numbers with a conference ID, or via a webcast link, and may contact the company or its proxy solicitor for assistance with voting.
New Era Energy & Digital Inc. (NUAI), through its joint venture Texas Critical Data Centers LLC with Sharon AI, agreed on November 21, 2025 to purchase approximately 203 acres in Ector County, Texas from Odessa Industrial Development Corporation. The land will expand the joint venture’s development footprint to 438 acres for a planned multi-phase, multi-gigawatt artificial intelligence and high-performance computing campus.
The total base purchase price is $5,075,000, with the final price to be set at $25,000 per acre based on the survey. Closing of the transaction is expected in late December 2025. New Era also issued a press release on November 24, 2025 describing the entry into this agreement.
New Era Energy & Digital, Inc. (NUAI) has called a fully virtual annual stockholder meeting for December 16, 2025 at 10:00 a.m. ET. Holders of common stock as of the November 12, 2025 record date, when 53,449,171 shares were outstanding, may vote.
Stockholders are being asked to elect five directors, ratify Weaver and Tidwell, L.L.P. as independent auditors for 2025, and approve a proposal allowing adjournment of the meeting to obtain additional votes if needed. The board recommends voting “FOR” all three proposals.
The slate includes CEO and chair E. Will Gray II plus four non‑executive directors, three of whom the company identifies as independent and who staff the audit, compensation, and governance committees. The proxy details 2024 compensation, including a $475,000 base salary for the CEO and $240,000 for the CFO, and an equity incentive plan with 1,575,000 shares reserved. It also discloses related‑party arrangements such as a $720,000 services retainer with a large shareholder’s entity and a $4,000,000 secured loan to a shareholder, both approved by the board.
New Era Energy & Digital, Inc. is registering 5,218,690 shares of common stock for resale and 5,750,000 shares of common stock issuable upon exercise of public warrants, and is updating that prospectus with its quarterly report for the period ended September 30, 2025. The company generated oil, natural gas and product revenue of $159,411 in the quarter and $694,980 for the first nine months of 2025, but reported a net loss of $5,783,173 for the quarter and $12,709,433 for the nine-month period as general and administrative and financing costs outweighed revenue. Cash and cash equivalents rose to $14,164,499, and total assets increased to $23,427,891, while stockholders’ equity improved to $12,940,969 from a deficit at year-end 2024. Management discloses that despite improved cash, reliance on an equity purchase facility and convertible notes, together with ongoing losses, creates substantial doubt about the company’s ability to continue as a going concern. As of November 13, 2025, 53,449,171 shares of common stock were outstanding.
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