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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.
New Era Energy & Digital, Inc. has updated its S-1 registration to reflect information in recent SEC filings covering 50,839,403 shares of common stock and 230,746 private warrants. The attached reports describe a shift in the company’s funding and operations. For the nine months ended September 30, 2025, New Era reported a net loss of $12,709,433 on revenues of $694,980, while cash and cash equivalents rose to $14,164,499 with working capital of $8,944,481. The 10-Q notes substantial doubt about the company’s ability to continue as a going concern due to dependence on external financing and prior share price declines.
The filings show that New Era terminated a Fourth Amended and Restated Equity Purchase Facility Agreement that had allowed sales of up to $1.0 billion of common stock, with no termination penalties, stating it is sufficiently capitalized and does not expect further sales under that facility. The company entered into a $4,000,000 secured promissory note as lender, obtained a land option for approximately 3,500 acres in New Mexico for a planned AI data center campus, and received notice that a long-term liquid helium sales contract will terminate, triggering a required payment of $2,382,255.55. Nasdaq confirmed on October 10, 2025 that New Era has cured a prior market value listing deficiency.
New Era Energy & Digital, Inc. (NUAI) filed a Rule 424(b)(3) prospectus registering two offerings: a resale of up to 5,218,690 shares of common stock by selling shareholders, and a primary offering of up to 5,750,000 shares of common stock issuable upon exercise of the publicly traded warrants. The company states it will receive cash proceeds only if the Tradeable Warrants are exercised for cash; selling shareholders receive any resale proceeds and pay their own selling commissions.
The resale is pursuant to an amended and restated registration rights agreement dated December 6, 2024. The Tradeable Warrants stem from the SPAC IPO and remained outstanding after the December 6, 2024 business combination. NUAI common stock trades on Nasdaq as “NUAI” and the warrants as “NUAIW.” On October 14, 2025, the last reported prices were $3.07 per share and $0.70 per warrant. Shares outstanding were 52,954,171 before this offering; the table shows 410,976,898 after this offering; this is a baseline figure, not the amount being offered.
New Era Energy & Digital, Inc. (NUAI) reported wider losses and a stronger balance sheet for Q3 2025. The company posted a net loss of
Cash and cash equivalents rose to
Revenue remained modest at
New Era Energy & Digital, Inc. (NUAI) entered a material land option on November 5, 2025, securing rights to approximately 3,500 acres in Lea County, New Mexico for a planned large-scale AI data center campus. The initial option period is two years, and the company paid consideration of $200,000 for the option. This agreement provides site control for potential development; construction and project scope would follow separate decisions and agreements. The full contract is filed as Exhibit 10.1.
New Era Energy & Digital, Inc. (NUAI) announced that it has furnished an investor presentation to its investor relations website. The presentation is attached as Exhibit 99.1 under Item 7.01 (Regulation FD) of a current report.
The company states the materials are furnished, not filed, which limits their treatment under Section 18 of the Exchange Act and prevents automatic incorporation by reference. The filing also lists Nasdaq symbols for its securities: NUAI (common stock) and NUAIW (warrants).
New Era Energy & Digital, Inc. (NUAI) entered into a secured promissory note under which the company agreed to provide a $4,000,000 loan to an individual shareholder, Joel Solis, and Aventus Properties LLC. The loan bears interest at 18% per annum or the Maximum Rate permitted by law, is secured by deeds of trust on real property in Odessa and Pecos, Texas, and matures on December 6, 2025. The transaction was reviewed and approved by the Audit Committee and Board, and includes a Release Agreement.
Separately, Air Life Gases USA Inc. provided notice to terminate the company’s Liquid Helium Agreement, effective November 30, 2025 if the Commencement Date has not occurred. Upon termination, the company must pay $2,382,255.55, comprising an Adjusted Advance Amount of $382,255.55 and reimbursement of a $2,000,000 advance, within five days of termination.
New Era Energy & Digital, Inc. (NUAI) filed Amendment No. 2 to a Form S-1 registering two components: the resale, from time to time, of up to 5,218,690 shares of common stock by selling shareholders, and a primary offering of up to 5,750,000 shares of common stock issuable upon exercise of the company’s Nasdaq-listed public warrants, each on the terms described in the prospectus.
The company states it will not receive proceeds from sales by the selling shareholders and will receive cash only upon any public warrant exercises, which it intends to use for working capital and general corporate purposes. NUAI and its tradeable warrants trade on Nasdaq under the symbols NUAI and NUAIW. On October 14, 2025, the last reported prices were $3.07 per share and $0.70 per warrant.
The filing follows the company’s December 6, 2024 business combination and notes that 11,500,000 public warrants remained outstanding and became company warrants. The prospectus emphasizes that selling activity may occur at varying times and prices pursuant to the plan of distribution.
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