New Era Energy & Digital Q3 loss widens to $16.6M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
New Era Energy & Digital, Inc. (NUAI) has pivoted from legacy natural gas operations to focus on AI data-center development, led by its 493-acre Texas Critical Data Centers campus, designed to support over 1 gigawatt of potential compute capacity. Third-quarter 2026 revenue was $147,674, down 7.4% year over year, while net loss was $16.6 million versus $5.8 million; general and administrative expense was $16.6 million versus $3.7 million.
Operating cash use for the nine months ended September 30, 2026 was $19.0 million, compared with $7.2 million a year earlier; cash and cash equivalents were $117.6 million at September 30, 2026. Its subsidiary PowerCo’s PPA provides for 200 to 207 megawatts of firm electric energy in each hour, subject to conditions including a Phase 1 purchase and sale agreement for interconnection infrastructure. The PPA also requires a $116.0 million standby letter of credit and additional security tied to mark-to-market exposure after delivery.
After quarter-end, TCDC borrowed $60.0 million to fund part of the letter-of-credit collateral. The company’s October private placement sold 23,272,727 shares at $2.75 for approximately $64.0 million in gross proceeds; net proceeds and cash on hand repaid $60.0 million of principal plus a $9.0 million MOIC premium, leaving $20.6 million outstanding under Term Loan A-1.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointPPA includes a $116.0 million letter of credit and uncapped additional security. 42% of market cap
- Moderate pointThird-quarter net loss reached $16.6 million, versus $5.8 million a year earlier.
- Moderate pointNine-month operating cash use: $19.0 million versus $7.2 million.
- Minor pointThird-quarter revenue was $147,674, down 7.4% year over year.
Filing Explained
The October seventh PPA arrangement is expected to keep company cash restricted for its term, with later security uncapped.
On
From the power delivery date, the company is required to issue a Luminant affiliate non-voting equity representing
The October loan draws also came with warrants for Macquarie to purchase 413,055 common shares at an exercise price of about $7.26 per share. At
Key Figures
Key Terms
asset acquisition financial
restricted cash financial
Power Delivery Date technical
mark-to-market exposure financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What revenue and net loss did NUAI report for the third quarter of 2026?
What did NUAI's October private placement raise and how much debt did it repay?
What collateral and security does NUAI's power agreement require?
When could NUAI's TCDC project begin delivering power?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
For the quarterly period ended
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization |
Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Smaller reporting company |
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
As of November 6, 2026, the registrant had 140,743,823 shares of common stock issued and
NEW ERA ENERGY & DIGITAL, INC.
TABLE OF CONTENTS
|
PAGE |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
ii |
PART I – FINANCIAL INFORMATION |
|
Item 1. Financial Statements (Unaudited) |
|
Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 |
1 |
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 (Unaudited) |
2 |
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025 (Unaudited) |
3 |
Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2026 and 2025 (Unaudited) |
4 |
Notes to Condensed Consolidated Financial Statements (Unaudited) |
5 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
34 |
Item 4. Controls and Procedures |
34 |
PART II – OTHER INFORMATION |
37 |
Item 1. Legal Proceedings |
37 |
Item 1A. Risk Factors |
37 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
38 |
Item 3. Defaults Upon Senior Securities |
38 |
Item 4. Mine Safety Disclosures |
38 |
Item 5. Other Information |
38 |
Item 6. Exhibits |
39 |
SIGNATURES |
40 |
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this Report, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this Report relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:
ii
Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
iii
NEW ERA ENERGY & DIGITAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, |
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December 31, |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net |
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Prepaid expenses and other current assets |
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Related party receivable |
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Restricted investments |
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Total Current Assets |
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Oil and natural gas properties, net |
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Property and equipment, net |
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Land |
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Investment in Joint Venture |
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Other assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current Liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Excise taxes payable |
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Withholding taxes payable |
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Due to related parties |
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Asset retirement obligation, current |
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Other current liabilities |
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Total Current Liabilities |
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Embedded derivative liability |
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Note payable, net |
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Asset retirement obligation |
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Other liabilities |
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Total Liabilities |
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Stockholders’ Equity (Deficit) |
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Preferred stock, $ |
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Common stock, $ |
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Treasury stock, |
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( |
) |
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( |
) |
Additional Paid-in Capital |
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Accumulated deficit |
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( |
) |
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( |
) |
Total Stockholders’ Equity (Deficit) |
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( |
) |
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Total Liabilities and Stockholders’ Equity (Deficit) |
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$ |
|
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
NEW ERA ENERGY & DIGITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE three and nine months ended September 30, 2026 and 2025
(UNAUDITED)
|
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues, net |
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Natural gas, and product sales, net |
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$ |
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$ |
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$ |
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$ |
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Total revenues, net |
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Costs and expenses |
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Lease operating expenses |
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Impairment expense |
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Depletion, depreciation, amortization, and accretion |
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General and administrative expenses |
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Total costs and expenses |
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||||
Loss from operations |
|
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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||||
Other income (expenses) |
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||||
Interest income |
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||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Change in fair value of derivative asset |
|
|
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( |
) |
|
|
|
|
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( |
) |
||
Change in fair value of derivative liability |
|
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||||
Change in fair value of deferred equity consideration |
|
|
|
|
|
|
|
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( |
) |
|
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|
|||
Loss on debt extinguishment |
|
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|
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( |
) |
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|
|||
Loss on investment in joint venture |
|
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( |
) |
|
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|
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( |
) |
||
Other, net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total other income (expenses) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
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|
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|
||||
Loss before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
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|
|
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||||
Income taxes |
|
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|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
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|
|
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|
||||
Net loss per share - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average number of common shares outstanding, basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
NEW ERA ENERGY & DIGITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE three and nine months ended September 30, 2026 and 2025
(UNAUDITED)
|
|
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|
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|
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|
|
Additional |
|
|
|
|
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Total |
|
|||||||
|
|
Common Stock |
|
|
Treasury Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders’ |
|
|||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity (Deficit) |
|
|||||||
Balance - January 1, 2026 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Shares issued for the acquisition of TCDC |
|
|
|
|
|
|
|
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— |
|
|
|
|
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|
||||||
Common shares issued for services |
|
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|
|
|
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|
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— |
|
|
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|
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|
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|
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|
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|
||||||
Stock-based compensation |
|
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— |
|
|
|
|
|
|
— |
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|
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|||||
Warrants exercised for cash |
|
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|
|
|
|
|
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— |
|
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|
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||||||
Options exercised |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net loss |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance - March 31, 2026 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Issuance of common stock, net of offering costs |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
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|
||||||
Conversion of related party debt |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
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|
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|
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|
|||||
Shares issued for the acquisition of TCDC |
|
|
|
|
|
|
|
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— |
|
|
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|
|
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|
||||||
Warrants exercised for cash |
|
|
|
|
|
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|
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— |
|
|
|
|
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|
|
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|
|
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|
||||||
Excise tax release |
|
|
— |
|
|
|
|
|
|
— |
|
|
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|
|||||
Warrant issued in connection with term debt |
|
|
— |
|
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|
|
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— |
|
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|
|
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|
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|
|||||
Net loss |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance - June 30, 2026 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Issuance of common stock, net of offering costs |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Options exercised |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Warrants exercised for cash |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance - September 30, 2026 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
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|
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|
|
|
|
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|
|
Additional |
|
|
|
|
|
Total |
|
|||||||
|
|
Common Stock |
|
|
Treasury Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders’ |
|
|||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity (Deficit) |
|
|||||||
Balance - January 1, 2025 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Sale of common stock |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares issued for services |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance - March 31, 2025 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Sale of common stock |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance - June 30, 2025 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Sale of common stock |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares issued for services |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes conversion |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance - September 30, 2025 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
NEW ERA ENERGY & DIGITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE nine months ended September 30, 2026 and 2025
(UNAUDITED)
|
|
For the Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depletion, depreciation, amortization, and accretion |
|
|
|
|
|
|
||
Change in fair value of derivative assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Change in fair value of deferred equity consideration |
|
|
|
|
|
|
||
Loss on debt extinguishment |
|
|
|
|
|
|
||
Impairment of long-lived assets |
|
|
|
|
|
|
||
Provision for expected credit losses |
|
|
|
|
|
|
||
Loss on investment in joint venture |
|
|
|
|
|
|
||
Non-cash interest expense |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Prepaid and other current assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued and other current liabilities |
|
|
( |
) |
|
|
|
|
Due to related parties |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
|
|
CASH USED IN OPERATING ACTIVITIES |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Purchase of land |
|
|
( |
) |
|
|
|
|
Purchase of member interest, net of cash acquired |
|
|
( |
) |
|
|
|
|
Payments related to project assignment rights |
|
|
( |
) |
|
|
|
|
Investment in joint venture |
|
|
|
|
|
( |
) |
|
Investment in property, plant and equipment, net |
|
|
( |
) |
|
|
( |
) |
CASH USED IN INVESTING ACTIVITIES |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Issuance of common stock, net of issuance cost |
|
|
|
|
|
|
||
Repayment of note payable |
|
|
( |
) |
|
|
|
|
Proceeds from exercise of warrants |
|
|
|
|
|
|
||
Proceeds from term note |
|
|
|
|
|
|
||
Proceeds from convertible note, net of transaction costs |
|
|
|
|
|
|
||
Repayment of convertible notes |
|
|
( |
) |
|
|
( |
) |
Debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Proceeds from related party receivable |
|
|
|
|
|
|
||
CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Change in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
SUPPLEMENTAL CASH FLOW DISCLOSURES: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
SUPPLEMENTAL NON-CASH DISCLOSURES: |
|
|
|
|
|
|
||
Related party note issued as part of consideration for asset acquisition |
|
$ |
|
|
$ |
— |
|
|
Convertible debt issued as part of consideration for asset acquisition |
|
|
|
|
|
|
||
Common stock issued as part of consideration for asset acquisition |
|
|
|
|
|
|
||
Equity method investment in joint venture reclassified upon consolidation |
|
|
|
|
|
|
||
Acquisition of assets through issuance of note payable |
|
|
|
|
|
|
||
Shares withheld for taxes upon exercise of stock options |
|
|
|
|
|
|
||
Debt and interest converted to common stock |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
NEW ERA ENERGY & DIGITAL, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Organization and Nature of Operations
References herein to New Era Energy & Digital, Inc. (“New Era”, “NUAI” or the “Company”), include New Era and its consolidated subsidiaries. In these interim consolidated financial statements, the words “we,” “our,” “ours” and “us” refer only to New Era and its consolidated subsidiaries or, in certain contexts, to New Era or an individual consolidated subsidiary and not to any other person, with certain exceptions.
The Company is a vertically-integrated developer and operator of next-generation digital infrastructure and integrated power assets accelerating speed-to-power for advanced artificial intelligence (“AI”) hyperscalers. In the second half of 2025, we executed a strategic pivot from our legacy natural gas operations to focus exclusively on developing data center campuses where power, land, and connectivity can be assembled and delivered on accelerated timelines. Our mission is to deliver speed-to-power by converging behind-the-meter power flexibility with data center development capabilities. Our primary strategy is to aggregate and entitle “Powered Land” and to develop “Powered Shells” and build-to-suit assets in power-advantaged markets, beginning with the Permian Basin, which benefits from energy abundance, regulatory clarity, and fiber connectivity.
We are initially focused on our flagship project, Texas Critical Data Centers LLC (“TCDC”), a 493-acre campus in Ector County, Texas, designed to support over 1 gigawatt (“GW”) of potential compute capacity through phased development, with projected power delivery beginning as early as the end of 2027. We believe our proximity to major natural gas pipelines, fiber networks and carbon dioxide (“CO2”) pipelines will provide us with the ability to serve our customers lower transmission costs and best-in-class uptime for purposes of reliably generating AI compute to capitalize on the AI revolution. We intend to execute through partnering across engineering, construction, procurement, power generation and sustainability to provide our hyperscaler tenants with certainty of execution and speed-to-power.
The Company’s current operations also include the exploration, development, and production of helium, natural gas, oil, and natural gas liquids (“NGLs”). The Company’s producing oil and gas assets and non-producing acreage are primarily located in Chaves County, New Mexico. The Company also owns overriding royalty interests located in Howard County, Texas.
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company as of September 30, 2026 and December 31, 2025, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) issued by the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. References to GAAP issued by the FASB in these accompanying notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). These interim unaudited consolidated financial statements with the notes herein have been condensed and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026, as amended on Form 10-K/A, filed with the SEC on March 13, 2026.
Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At times, the Company may elect to early adopt a new or revised standard.
5
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly liquid instruments purchased with an original maturity date of three months or less to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value, and are primarily invested in liquid highly-rated instruments issued by government or municipal entities with strong credit standings. Restricted cash consists of contributions made by the Company to TCDC that are required under the Company’s term loan facility to be deposited into a blocked account controlled by the administrative agent. The funds are not available for use until specified disbursement conditions under the facility are satisfied and are pledged as collateral thereunder. The Company expects the funds to be used within the next twelve months and has classified the balance as current.
The following table reconciles cash, cash equivalents, and restricted cash on the condensed consolidated balance sheets to the condensed consolidated statements of cash flows:
|
|
September 30, |
|
|
December 31, |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents, and restricted cash |
|
$ |
|
|
$ |
|
||
Receivables and Allowance for Expected Losses
The Company’s receivables result primarily from the sale of natural gas and NGLs as well as billings to joint interest owners for properties in which the Company serves as the operator. Receivables from product sales are generally due within 30 to 60 days after the last day of each production month and do not bear any interest. Receivables associated with joint interest billings are regularly reviewed by management for collectability, and they establish or adjust an allowance for expected losses as necessary. The Company determines its allowance for each type of receivable by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the debtor’s current ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole. The Company's allowance for expected credit losses was $
Impairment of Long-lived Assets
The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its carrying amount. The Company recorded an impairment charge of $
Stock-based Compensation
The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the consolidated statements of operations based on their grant date fair values. The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.
Business Combination and Asset Acquisitions
The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. If determined to be a business combination, the Company accounts for the transaction under the acquisition method of accounting in accordance with
6
ASC Topic 805, Business Combinations (“ASC 805”), which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and any non-controlling interest in the acquiree and establishes the acquisition date as the fair value measurement point.
If the acquired set of assets and activities does not meet the definition of a business, the Company accounts for the transaction as an asset acquisition in accordance with ASC Subtopic 805-50, Acquisition of Assets Rather than a Business. We record asset acquisitions using the cost accumulation model. Under the cost accumulation model of accounting, the cost of the acquisition, including certain transaction costs, are allocated to the assets acquired using relative fair values.
Restatement of Previously Issued Financial Statements
As described in Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on August 14, 2026, management identified errors in the Company’s accounting for performance stock units granted during the three months ended March 31, 2026 and in the classification of certain professional fees related to the Company’s acquisition and financing transactions. The Company assessed the materiality of the errors, individually and in the aggregate, and concluded that the errors were material to the previously issued unaudited condensed consolidated financial statements. Accordingly, the condensed consolidated financial statements as of and for the three months ended March 31, 2026 have been restated to correct the errors. The combined effect of the errors described above, in addition to certain other immaterial errors, was an understatement of net loss of $
Recent Accounting Pronouncements
Recent Accounting Pronouncements, not yet adopted:
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosure about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and disclosures.
NOTE 3. ASSET ACQUISITION
On January 16, 2026, the Company entered into a Membership Interest Purchase Agreement (the “SharonAI Purchase Agreement”) with SharonAI, Inc. (“SharonAI”), pursuant to which the Company acquired all of SharonAI’s membership interests in TCDC, resulting in TCDC becoming a wholly owned subsidiary of the Company. Prior to the transaction, the Company held a
TCDC’s primary asset consists of land. The Company concluded that the transaction represents an asset acquisition rather than a business combination, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset. In addition, the Company did not acquire any substantive processes, workforce, or outputs that would meet the definition of a business under ASC 805. The Company accounted for the transaction as an asset acquisition using the cost accumulation and allocation model. Accordingly, the total consideration transferred was allocated to the identifiable assets acquired and liabilities assumed on a relative fair value basis. As substantially all of the value of the acquired assets is concentrated in land, the purchase price was primarily allocated to land. The aggregate purchase price for the acquired interests was approximately $
7
subsequently converted to equity in April 2026. The $
In satisfaction of the equity consideration, the Company issued
The following tables present the reconciliation of consideration transferred to total cost basis, including the Company’s previously held equity method investment, and the allocation of such cost basis to the identifiable assets acquired and liabilities assumed.
Consideration Transferred: |
|
|
|
|
Related party note |
|
$ |
|
|
Cash |
|
|
|
|
Convertible Note |
|
|
|
|
Deferred equity consideration |
|
|
|
|
Total Consideration Transferred |
|
|
|
|
Previously held equity method investment |
|
|
|
|
Transaction costs |
|
|
|
|
Total cost basis |
|
$ |
|
|
Description |
|
Amount |
|
|
Land |
|
$ |
|
|
Other assets and liabilities, net |
|
|
|
|
Total net assets acquired |
|
$ |
|
|
NOTE 4. NOTES PAYABLE
Senior Secured Convertible Promissory Note
On January 16, 2026, the Company issued a $
The SharonAI Note bore interest at a rate of
The SharonAI Note included embedded features, including conversion and event of default provisions. SharonAI had the right to convert up to $
The Company evaluated the embedded features in accordance with ASC 815 and determined that certain features, including the conversion and event of default provisions, require bifurcation as a derivative liability due to provisions that may result in variable share settlement. The derivative is recorded at fair value at issuance, with subsequent changes in fair value recognized in earnings.
At issuance, the fair value of the embedded derivative liability was approximately $
On April 24, 2026, the Company repaid in full the SharonAI Note. The total payoff amount was $
In connection with the repayment, the Company remeasured the embedded derivative associated with the SharonAI Note to its fair value immediately prior to extinguishment. During the nine months ended September 30, 2026, the Company recognized a gain of $
8
The Company recognized a loss on extinguishment of debt of $
Note Payable
On March 25, 2026, in connection with the amendment of certain real property agreements, the Company, through its subsidiary, agreed to pay total consideration of approximately $
The Promissory Note bore interest at a fixed annual rate of
The Promissory Note was unsecured. On May 14, 2026, the Company repaid the Promissory Note in full, including principal of $
Term Loan Agreement with Macquarie Equipment Capital Inc.
On April 8, 2026, TCDC entered into a Term Loan Agreement with Macquarie Equipment Capital Inc. (“Macquarie”) for a senior secured term loan facility of up to $
The loans mature on April 8, 2029, and bear interest at a rate equal to Term SOFR plus an applicable margin of
On April 13, 2026, TCDC drew the full $
On July 17, 2026, the Company, on behalf of TCDC, entered into a Waiver and Consent Letter (the “Consent Letter”) with Macquarie, pursuant to which Macquarie agreed to waive certain requirements under the Term Loan Agreement, by and among TCDC, the Company and Macquarie. Pursuant to the Consent Letter, among other procedure-related waivers, the parties agreed to extend the deadline for the Company to establish an “at-the-market” program on an effective registration statement with an aggregate offering price of at least $
The carrying value of the Term Loan A-1 is presented net of unamortized debt discounts and debt issuance costs. At issuance, the Company recognized a debt discount of $
9
value at each reporting date, with changes in fair value recognized in earnings. As of September 30, 2026, the outstanding principal balance under the Term Loan A-1 was $
In October 2026, TCDC borrowed and repaid $
NOTE 5. RELATED PARTY TRANSACTIONS
Balance outstanding of related parties:
Name of Party |
|
Receivable/Payable |
|
September 30, |
|
|
December 31, |
|
||
Sharon AI |
|
|
$ |
|
|
$ |
|
|||
Total Receivable |
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
Charles Nelson |
|
|
$ |
|
|
$ |
|
|||
Ondrej Sestak |
|
|
|
|
|
|
|
|||
Total Payable |
|
|
|
$ |
|
|
$ |
|
||
On March 31, 2026, the Company issued a $
The Amended and Restated Zhou Note bore interest at
On April 10, 2026, the Amended and Restated Zhou Note was fully converted into
NOTE 6. ASSET RETIREMENT OBLIGATIONS
The Company has a number of oil and gas wells in production, each of which has an asset retirement obligation (“ARO”) that will be settled once the well is permanently removed from service. The primary obligations involve the removal and disposal of surface equipment, plugging and abandoning the wells and site restoration.
AROs associated with the retirement of tangible long-lived assets are recognized as liabilities with an increase to the carrying amounts of the related long-lived assets in the period incurred. The fair value of AROs is recognized at the date a new well is completed or the acquisition date of the working interest. The cost of the tangible asset, including the asset retirement cost, is depleted over the life of the asset. AROs are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations discounted at the Company’s credit-adjusted risk-free interest rate. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value. If estimated future costs of AROs change, an adjustment is recorded to both the ARO and the long-lived asset. Revisions to estimated AROs can result from changes in retirement cost estimates including revisions to estimated inflation rates, revisions to estimated discount rates and changes in the estimated timing of abandonment.
The Company used the following inputs in its calculation of its AROs.
|
|
September 30, |
|
|
December 31, |
|
||
Inflation rate |
|
|
% |
|
|
% |
||
Discount factor |
|
|
|
|
|
|
||
Estimated asset life |
|
|
|
|
||||
10
The following table shows the change in the Company’s ARO liability for the three and nine months ended September 30, 2026:
Asset retirement obligations, December 31, 2025 |
|
$ |
|
|
Accretion expense |
|
|
|
|
Asset retirement obligations, March 31, 2026 |
|
|
|
|
Liabilities settled |
|
|
( |
) |
Accretion expense |
|
|
|
|
Asset retirement obligations, June 30, 2026 |
|
|
|
|
Accretion expense |
|
|
|
|
Asset retirement obligations, September 30, 2026 |
|
$ |
|
During 2025, the Company’s two helium contracts expired. With no supporting helium contracts, the Company was unable to justify carrying helium volumes in forecasted Proved Helium reserves. As a result, the estimated economic lives of many of our producing properties shortened considerably.
NOTE 7. EQUITY
Amendment to Equity Purchase Facility Agreement
During 2025, the Company entered into a series of amendments to its existing Equity Purchase Facility Agreement (“EPFA”) dated December 6, 2024. These amendments modified certain pricing restrictions and ultimately increased the Company’s right to sell common stock to the Investor (as defined in the EPFA) from $
Warrants
As of September 30, 2026 and December 31, 2025, there were
Pursuant to a securities purchase agreement, dated December 6, 2024, by and between us and ATW AI Infrastructure II LLC (the “Investor”) (together with the Form of First Tranche Warrant and Form of Second Tranche Warrant issued on December 6, 2024, the “Warrant Purchase Agreement”), we issued and sold to the Investor warrants to purchase shares of our common stock, comprised of two tranches (the “First Tranche Warrant” and “Second Tranche Warrant” and together, the “Investor Warrants”). The Warrant Purchase Agreement was amended by (i) that certain Amended and Restated Consent and Waiver, dated January 16, 2026, by and between us and the Investor (the “Waiver”) and (ii) that certain Amended and Restated Consent and Waiver, dated February 1, 2026, by and between us and the Investor (the “Amended Waiver”), pursuant to which, among other things, the Investor agreed to partially waive the anti-dilution provisions of the First Tranche Warrant and Second Tranche Warrant such that the exercise prices of the First Tranche Warrant and Second Tranche Warrant were each adjusted down solely to $
The number of shares of common stock issuable upon exercise of the First Tranche Warrant is equal to the quotient of (i) the product of (x) $
During the nine months ended September 30, 2026, the Company received exercise notices for a portion of the Investor Warrants, resulting in the issuance of an aggregate of
11
months ended September 30, 2026,
The Company has analyzed the Public Warrants, Private Warrants, Investor Warrants and Macquarie Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480 or ASC 815.
Equity Issuances
From time to time beginning with the initial funding of the Term Loan Agreement, the Company may issue Macquarie Warrants to Macquarie, with an aggregate value of up to $
Underwritten Public Offering of Common Stock
On April 9, 2026, the Company announced the pricing of an underwritten public offering of
On April 10, 2026, the underwriters exercised their option to purchase an additional
Issuance of Unregistered Equity Securities
On April 10, 2026, the Company issued
Acquisition Consideration and Share Issuance Cap
Pursuant to the SharonAI Purchase Agreement, the Company acquired SharonAI’s equity interests in TCDC for an aggregate purchase price of $
12
At-The-Market Offering of Common Stock
On September 24, 2026, the Company filed an at-the-market prospectus supplement to its existing Registration Statement, relating to the offer and sale of up to $
NOTE 8. LOSS PER SHARE
The Company calculated net income/(loss) per share using the treasury stock method.
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
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|
2026 |
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2025 |
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2026 |
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2025 |
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Basic weighted average common shares outstanding |
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||||
Diluted weighted average common shares outstanding |
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||||
Basic and diluted weighted average common shares |
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||||
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|
||||
Basic and diluted net loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
For the three and nine months ended September 30, 2026 the Company had potentially dilutive securities including warrants, stock options, performance share awards, and restricted stock units that have not been included in the calculation of diluted EPS as their effects would be anti-dilutive. For the three and nine months ended September 30, 2025 the Company had potentially dilutive securities including convertible notes and warrants that have not been included in the calculation of diluted EPS as their effects would be anti-dilutive.
NOTE 9. COMMITMENTS AND CONTINGENCIES
Power Purchase Agreement
On September 18, 2026, TCDC PowerCo LLC (“PowerCo”), a subsidiary of the Company, entered into a 20-year Power Purchase Agreement (the “PPA”) with Luminant ET Services Company LLC (“Luminant”), an affiliate of Vistra Corp., for 200 to 207 megawatts of firm electric energy in each hour, to be delivered to the Company’s Texas Critical Data Center project (the “Data Center Project”) from Luminant’s Odessa, Texas generating facility or other sources. The term begins on the date Luminant first delivers energy (the “Power Delivery Date”). Luminant’s obligations are subject to conditions precedent, including execution of a Phase 1 Purchase and Sale Agreement for related interconnection infrastructure, and PowerCo may terminate without liability if delivery has not commenced by December 31, 2027.
The PPA is a take-or-pay arrangement under which PowerCo will pay for the full contract quantity made available, whether or not consumed, at a price comprising a fixed component, a component indexed to natural gas prices, and an escalating operations and maintenance component, plus pass-through delivery charges. At the minimum contract quantity, the fixed and determinable portion of the annual obligation is approximately $
The Company has designated the PPA as a normal purchase under ASC 815 and does not record it at fair value. No amounts were recognized under the PPA as of or for the period ended September 30, 2026.
Development Framework Agreement
Concurrently with the PPA, TCDC entered into a Development Framework Agreement (the “DFA”) with an affiliate of Luminant under which TCDC agreed to reimburse construction costs for substation and transmission infrastructure serving the Data Center Project, subject to execution of definitive purchase and sale agreements. No such agreement had been executed, and no costs had been invoiced as of September 30, 2026. If the Phase 1 agreement is not timely executed and TCDC fails to pay invoiced Phase 1 costs, Luminant’s
13
affiliate may draw up to $
Credit Support and Letter of Credit Cash Collateral
The PPA requires PowerCo to maintain a $
Legal Actions
From time to time, the Company may be a party to various proceedings and claims incidental to its business. While many of these matters involve inherent uncertainty, the Company believes that the amount of the liability, if any, ultimately incurred with respect to these proceedings and claims will not have a material adverse effect on the Company’s consolidated financial position as a whole or on its liquidity, capital resources or future annual results of operations. The Company records reserves for contingencies when information available indicates that a loss is probable, and the amount of the loss can be reasonably estimated.
Environmental Matters
The Company, as a lessee of oil and gas properties, is subject to various federal, provincial, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. There can be no assurance, however, that current regulatory requirements will not change, or past noncompliance with environmental laws will not be discovered on the Company’s properties which may, in turn, require further remediation efforts.
Irrevocable Standby Letter of Credit and Promissory Note
The Company maintains a $
Shareholder Litigation
On April 1, 2026, a federal securities class action lawsuit was filed in the U.S. District Court for the Western District of Texas against the Company and certain former members of its management, styled Annonio v. New Era Energy & Digital, Inc., et al., Case No. 7:26-cv-00120. On June 17, 2026, the Court appointed Mr. Mitchell Patterson as lead plaintiff. The consolidated amended complaint, filed on August 21, 2026 by the lead plaintiff and named plaintiffs Terry Oh and John Westbrook, asserts claims under Sections 11 and 15 of the Securities Act of 1933, as amended, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and seeks, among other relief, class certification, monetary damages, costs, and attorneys’ fees.
On October 20, 2026, Defendants filed a motion to dismiss the consolidated amended complaint. Plaintiffs’ opposition is due December 21, 2026, and Defendants’ reply is due January 20, 2027.
The Company intends to vigorously defend itself against these claims. The Company believes that the resolution of this litigation will not have a material adverse effect on its business, financial condition or results of operations. Nonetheless, this legal matter remains pending, and we are unable to estimate the costs we may incur, if any, at this time.
NOTE 10. REVENUES
The following table presents the revenue by type for the periods indicated:
14
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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||||
Natural gas |
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$ |
|
|
$ |
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|
$ |
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$ |
|
||||
Less gathering and processing |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Natural gas, net |
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NGL |
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||||
Total revenue, net |
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$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 11. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows:
The Company accounts for certain liabilities at fair value and classifies these liabilities with the fair value hierarchy. Our ARO liabilities are measured at fair value on a non-recurring basis.
Liabilities subject to fair value measurements are as follows:
September 30, 2026 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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||||
Liability: |
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||||
ARO liabilities |
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$ |
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$ |
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$ |
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$ |
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||||
Embedded derivative liability |
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$ |
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$ |
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$ |
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$ |
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||||
December 31, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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||||
Liability: |
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||||
ARO liabilities |
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$ |
|
|
$ |
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$ |
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$ |
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||||
The carrying value of cash and cash equivalents, accounts receivable, prepaid and other current assets, related party receivable, accounts payable, accrued liabilities, due to related party, and other current liabilities, as reflected in the consolidated balance sheets, approximate fair value, due to the short-term maturity of these instruments. The Term Loan A-1 bears interest at a variable rate. Its carrying value, net of unamortized debt discounts, approximates fair value as of September 30, 2026, as the interest rate approximates current market rates for instruments with similar terms and credit risk, and the loan was issued at market terms in April 2026.
15
The fair value of the embedded derivative liability associated with the SharonAI Note was estimated using a Monte Carlo simulation model.
|
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Embedded |
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Embedded |
|
||
Share price |
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$ |
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$ |
|
||
Volatility |
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% |
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% |
||
Probability of default |
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% |
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% |
||
Risk-free rate |
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% |
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% |
||
Discount Rate |
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% |
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% |
||
The following table presents quantitative information regarding the Level 3 fair value measurements of the embedded derivative associated with the SharonAI Note as of September 30, 2026:
|
|
Embedded |
|
|
Initial fair value of embedded derivative of the SharonAI Note as of January 16, 2026 |
|
$ |
|
|
Change in valuation inputs or other assumptions |
|
|
( |
) |
Derecognition upon extinguishment of debt |
|
|
( |
) |
Fair value as of September 30, 2026 |
|
$ |
|
|
The fair value of the embedded derivative liability associated with the Term Loan Agreement was estimated using a Monte Carlo simulation model.
Assumption |
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Embedded |
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Embedded |
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||
Simulation trials |
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Risk-free rate |
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% |
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% |
||
Discount rate |
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% |
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% |
||
Probability of default |
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% |
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% |
||
The following table presents quantitative information regarding the Level 3 fair value measurements of the embedded derivative associated with the note as of September 30, 2026:
|
|
Embedded |
|
|
Initial fair value of embedded derivative of the Note as of April 13, 2026 |
|
$ |
|
|
Change in valuation inputs or other assumptions |
|
|
( |
) |
Fair value as of September 30, 2026 |
|
$ |
|
|
In connection with the issuance of the Term Loan Agreement, the Company also issued
16
Assumption |
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April 13, 2026 |
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Share price |
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$ |
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Exercise price |
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$ |
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Expected volatility |
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% |
|
Risk-free interest rate |
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% |
|
Expected term (years) |
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Expected dividend yield |
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% |
|
NOTE 12. SEGMENTATION
The Company’s chief operating decision maker (“CODM”) is its . Effective July 1, 2026, the Company appointed a new Chief Executive Officer. Management re-evaluated its segment reporting in connection with the transition and concluded that the basis on which the Company is managed, and the financial information reviewed by the CODM, did not change.
The Company is organized and managed as a single business focused on the development of high-performance compute (“HPC”) data center infrastructure, primarily through TCDC, in which the Company acquired the remaining interests on January 16, 2026. The Company also owns and operates legacy oil and natural gas properties, which are not the focus of its strategy or resources. The Company’s revenues are derived from sales of natural gas and natural gas liquids produced from these legacy properties, as TCDC has not yet commenced revenue-generating operations. Substantially all of the Company’s personnel and capital are devoted to developing HPC infrastructure.
The CODM manages the Company on a consolidated basis and assesses performance and allocates resources using consolidated net loss as reported in the condensed consolidated statements of operations.
Management considered whether the development of TCDC and the Company’s legacy oil and natural gas operations each constitute a separate operating segment. Although financial information for each is prepared for legal-entity and accounting purposes, the CODM does not regularly review discrete operating results or measures of profit or loss for either activity in assessing performance or allocating resources. The Company’s legacy oil and natural gas operations are monitored for operational purposes but not managed as a separate business. Accordingly, the Company has
The following tables presents segment revenue, significant segment expenses regularly provided to the CODM, the segment measure of profit or loss and total assets:
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
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2026 |
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2025 |
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2026 |
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2025 |
|
||||
Revenue, net |
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$ |
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$ |
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$ |
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$ |
|
||||
Lease operating expenses |
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General and administrative expenses |
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||||
Other segment expenses(a) |
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( |
) |
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|
|||
Segment net loss |
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$ |
( |
) |
|
$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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September 30, |
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December 31, |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Property and equipment, net |
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Land |
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Other segment assets(b) |
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Total assets |
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$ |
|
|
$ |
|
||
(a) Other segment expenses include interest income, interest expense, depletion, depreciation, amortization and accretion, impairment expense, change in fair value of derivative assets, change in fair value of derivative liabilities, change in fair value of deferred equity consideration, loss on debt extinguishment, loss on investment in joint venture and other, net, as presented in the condensed consolidated statements of operations.
17
(b) Other segment assets include all assets other than cash and cash equivalents, restricted cash, property and equipment, net and land, as presented in the condensed consolidated balance sheets.
Because segment net loss equals consolidated loss before income taxes, no reconciliation to consolidated loss before income taxes is presented. The measure of segment assets is total assets as reported in the condensed consolidated balance sheets. Expenditures for additions to long-lived assets, stock-based compensation, and other significant noncash items are presented in the condensed consolidated statements of cash flows.
NOTE 13. STOCK-BASED COMPENSATION
A summary of stock option activity under the Equity Incentive Plan (the “Plan”) for the three and nine months ended September 30, 2026, is presented below:
|
|
Number of Options |
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|
Weighted-Average |
|
||
Outstanding at December 31, 2025 |
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|
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$ |
|
||
Granted |
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|
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Exercised |
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( |
) |
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Forfeited |
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Expired |
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Outstanding at September 30, 2026 |
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|
|
|
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|
||
Exercisable at September 30, 2026 |
|
|
|
|
$ |
|
||
At September 30, 2026, the aggregate intrinsic value of outstanding stock options was $
In addition, on July 1, 2026, the Company granted
Restricted Stock Units
During the three and nine months ended September 30, 2026, the Company granted restricted stock units (“RSUs”) of
The RSUs entitle the holder to receive
For the three and nine months ended September 30, 2026, the Company recognized stock-based compensation expense related to RSUs of approximately $
As of September 30, 2026, there was $
Performance Awards
During the three and nine months ended September 30, 2026, the Company granted performance share awards (“PSUs”) of
18
The PSUs entitle the holder to receive shares of the Company’s common stock upon vesting. The PSUs vest based on the achievement of specified performance and market conditions over a performance period ending January 1, 2031, subject to certification by the Compensation Committee.
The grant-date fair value of PSUs with performance conditions is based on the closing price of the Company’s common stock on the date of grant.
|
|
January 28, 2026 |
|
|
March 16, 2026 |
|
||
Assumption |
|
Grant |
|
|
Grant |
|
||
Grant-date stock price |
|
$ |
|
|
$ |
|
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Measurement period end date |
|
|
|
|
||||
Market condition threshold price |
|
$ |
|
|
$ |
|
||
The awards include market-based vesting conditions tied to specified stock price thresholds through January 1, 2031.
During the three and nine months ended September 30, 2026, the Company determined certain performance conditions were probable of achievement and recognized expense accordingly. For the three and nine months ended September 30, 2026, the Company recognized stock-based compensation expense related to PSUs of approximately $
As of September 30, 2026, there was approximately $
NOTE 14. SUBSEQUENT EVENTS
Letter of Credit and Cash Collateral
On October 7, 2026, PowerCo and TCDC entered into a letter of credit reimbursement agreement with Macquarie Bank Limited, an affiliate of Macquarie, which issued the $
Term Loan Amendment, A-2 and A-3 Draws and Warrant Issuance
On October 7, 2026, TCDC, the Company and Macquarie entered into a Consent, Waiver and First Amendment to the Term Loan Agreement, under which Macquarie extended the Term Loan A-2 and A-3 availability periods to October 9, 2026, waived the Data Center Lease conditions precedent to funding, consented to the letter of credit and cash collateral arrangements with Macquarie Bank Limited described above, and permitted the proceeds of the draws to fund the related cash collateral. Macquarie also waived its right to require prepayment or installment repayment of the loans as a result of a Data Center Lease not having been executed by October 8, 2026.
Also on October 7, 2026, TCDC borrowed $
19
Private Placement and Repayment of Term Loan
On October 28, 2026, the Company entered into securities purchase agreements with certain accredited investors to sell
In October 2026, the Company used net proceeds and cash on hand to repay $
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Report, particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “New Era,” “we”, “us”, “our”, and the “Company” are intended to refer to (i) following the Company's completion of its business combination with New Era Helium Corp., a Nevada corporation, pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated as of January 3, 2024 (as amended on June 5, 2024, August 8, 2024, September 11, 2024, and September 30, 2024, the "BCA"), by and among New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Holdings, Inc., and Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Roth CH Acquisition V Co. (the “Business Combination”), the business and operations of New Era Energy & Digital, Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, New Era Energy & Digital, Inc. (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiary.
Business Overview and Strategy
The Company is a vertically-integrated developer and operator of next-generation digital infrastructure and integrated power assets accelerating speed-to-power for advanced artificial intelligence (“AI”) hyperscalers. In the second half of 2025, we executed a strategic pivot from our legacy natural gas operations to focus exclusively on developing data center campuses where power, land, and connectivity can be assembled and delivered on accelerated timelines. Our mission is to deliver speed-to-power by converging behind-the-meter power flexibility with data center development capabilities. Our primary strategy is to aggregate and entitle “Powered Land” and to develop “Powered Shells” and build-to-suit assets in power-advantaged markets, beginning with the Permian Basin, which benefits from energy abundance, regulatory clarity, and fiber connectivity.
We are initially focused on our flagship project, Texas Critical Data Centers LLC (“TCDC”), a 493-acre campus in Ector County, Texas, designed to support over 1 gigawatt (“GW”) of potential compute capacity through phased development, with projected power delivery beginning as early as the end of 2027. We believe our proximity to major natural gas pipelines, fiber networks and CO2 pipelines will provide us with the ability to serve our customers lower transmission costs and best-in-class uptime for purposes of reliably generating AI compute to capitalize on the AI revolution. We intend to execute through partnering across engineering, construction, procurement, power generation and sustainability to provide our hyperscaler tenants with certainty of execution and speed-to-power.
Recent Developments
Term Loan A-2 and A-3 Draws and Warrant Issuance
On October 7, 2026, TCDC borrowed $60.0 million under its Term Loan Agreement (as defined below) with Macquarie Equipment Capital Inc. (“Macquarie”), consisting of $30.0 million under Term Loan A-2 and $30.0 million under Term Loan A-3, and issued to Macquarie warrants to purchase 413,055 shares of common stock at an exercise price of approximately $7.26 per share.
Letter of Credit and Cash Collateral
On October 7, 2026, TCDC PowerCo LLC (“PowerCo”), a subsidiary of the Company, and TCDC entered into a letter of credit reimbursement agreement with Macquarie Bank Limited, an affiliate of Macquarie, which issued a $116.0 million standby letter of credit to Luminant ET Services Company LLC (“Luminant”) as credit support under the Power Purchase Agreement described below (the “PPA”). PowerCo’s reimbursement obligations are guaranteed by TCDC and secured by cash collateral of not less than 102% of the undrawn amount, approximately $118.3 million at issuance, funded with the $60.0 million of Term Loan A-2 and A-3 borrowings and approximately $58.3 million of cash on hand. The collateral will be presented as restricted cash and is expected to remain restricted for the term of the PPA. PowerCo paid a fronting fee of 1.00% of the face amount at issuance, which will be amortized over the term of the letter of credit, and will pay a letter of credit fee of 2.00% per annum, payable quarterly in arrears.
Private Placement
In October 2026, the Company entered into securities purchase agreements with certain accredited investors to sell 23,272,727 shares of common stock at $2.75 per share in a private placement for gross proceeds of approximately $64.0 million, which closed on October
21
29, 2026. Northland Capital Markets acted as placement agent and received a fee of 6% of gross proceeds. The Company also entered into a registration rights agreement under which it agreed to file a resale registration statement within 15 business days and to use commercially reasonable efforts to have it declared effective within 45 days of filing, or 90 days in the event of a full SEC review. Following the closing, the Company used net proceeds and cash on hand to repay $60.0 million of principal outstanding under the Term Loan Agreement together with the applicable MOIC premium of $9.0 million, leaving $20.6 million outstanding under Term Loan A-1.
Power Purchase Agreement
In September 2026, PowerCo entered into the PPA with Luminant for 200 to 207 megawatts of firm electric energy in each hour, to be delivered to the Company’s Texas Critical Data Center project (the “Data Center Project”) from Luminant’s Odessa, Texas generating facility or other sources. The term begins on the date Luminant first delivers energy (the “Power Delivery Date”). Luminant’s obligations are subject to conditions precedent, including execution of a Phase 1 Purchase and Sale Agreement for related interconnection infrastructure, and PowerCo may terminate without liability if delivery has not commenced by December 31, 2027.
Concurrently with the PPA, TCDC entered into a Development Framework Agreement (the “DFA”) with an affiliate of Luminant under which TCDC agreed to reimburse construction costs for substation and transmission infrastructure serving the Data Center Project, subject to execution of definitive purchase and sale agreements. If the Phase 1 agreement is not timely executed and TCDC fails to pay invoiced Phase 1 costs, Luminant’s affiliate may draw up to $116.0 million on the credit support described below. The DFA also requires the Company, following the Power Delivery Date, to issue to Luminant’s affiliate non-voting equity interests representing 5% of the entity holding the portion of the Data Center Project served under the PPA.
The PPA requires PowerCo to maintain a $116.0 million standby letter of credit for the term of the PPA and, from the Power Delivery Date, to post additional security equal to Luminant’s periodic calculation of its mark-to-market exposure under the PPA. The additional security is not capped and would increase if forward Electric Reliability Council of Texas (“ERCOT”) electricity prices decline relative to the PPA price or upon certain credit-related events. Luminant may draw on the credit support for termination payments, unpaid amounts, and losses from PowerCo’s non-performance.
Term Loan Agreement with Macquarie Equipment Capital Inc.
In April 2026, TCDC, entered into a Term Loan Agreement with Macquarie for a senior secured term loan facility of up to $290,000,000 (the “Term Loan Agreement”). The facility consists of a committed $20,000,000 Term Loan A-1, a $30,000,000 Term Loan A-2, a $40,000,000 Term Loan A-3, and a $200,000,000 Delayed Draw Term Loan (as defined in the Term Loan Agreement). Borrowings under the Term Loan A-2, Term Loan A-3, and the Delayed Draw Term Loan are available solely at Macquarie’s discretion and are subject to certain conditions precedent. TCDC’s obligations under the Term Loan Agreement are secured by a first priority perfected security interest in all of the Collateral (as defined in the Term Loan Agreement), prior to all other liens on the Collateral except for certain permitted liens.
The loans mature on April 8, 2029, and bear interest at a rate equal to Term SOFR plus an applicable margin of 5.50% for Term Loans A-1 and A-2, and 7.75% for Term Loan A-3 and the Delayed Draw Term Loan. The borrowings are subject to a multiple on invested capital (“MOIC”) premium, which is fully earned upon execution of the agreement and payable upon repayment, prepayment, or acceleration. Depending on the staging of the loans and the timing of the repayment, the required MOIC ranges from 1.10 to 1.35. Funding of the Term Loan A-1 was conditioned upon, among other things, the Company closing an underwritten offering of at least $50 million. The Term Loan Agreement also includes certain post-closing covenants requiring the Company to establish an at-the-market program with an aggregate offering price of at least $100 million within 60 days of the closing date and close one or more sales of equity securities resulting in gross proceeds of at least $30 million within 60 days of the closing date. Furthermore, if a data center lease is not executed within six months of the closing date, or if aggregate loan drawings are less than $50 million, the lender may elect to require full prepayment or monthly repayment installments.
SharonAI Purchase Agreement
In January 2026, we acquired the remaining 50% membership interest in TCDC, from SharonAI, Inc. (“SharonAI”), pursuant to the Membership Interest Purchase Agreement (the “SharonAI Purchase Agreement”), dated as of January 16, 2026, by and between the Company and SharonAI, for an aggregate purchase price of $70 million, of which (a) $10 million is payable in cash, (b) $10 million is payable in equity securities to be issued in connection with the Company’s next equity financing transaction, and (c) $50 million is payable in the form of a senior secured convertible promissory note (the “SharonAI Note”). The entirety of the acquisition consideration is subject to a 19.99% issuance cap. The Company paid SharonAI $10.0 million in cash and issued to SharonAI 2,091,351 shares of common stock (at a price per share of $4.78) in satisfaction of the Company’s obligation to pay $10 million in equity securities under
22
the SharonAI Purchase Agreement. On April 24, 2026, the Company paid $50 million principal plus accrued interest in cash in satisfaction of its obligations under the SharonAI Note.
Trends and Other Key Factors Affecting Results of Operations
We have set out below a discussion of the key factors that have affected our financial performance and that are expected to impact our performance going forward. These factors present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Report titled “Risk Factors”.
U.S. Power Demand and Supply Dynamics
The rapid expansion of AI, HPC, and cloud infrastructure, coupled with rising demand from data centers, broad-based electrification, and other emerging electrical needs, has driven record levels of power consumption while domestic electricity providers face significant supply constraints stemming from insufficient new generation capacity and aging infrastructure. We believe we are well positioned to help fill this need by providing consistent baseload generation, in part behind-the-meter to our customers. Powered land is becoming increasingly difficult for hyperscalers to access, and we believe our projects provide “speed-to-power” in a manner differentiated from our peers. However, there can be no assurance that U.S. power demand will continue to grow at current rates, or that advances in technology and efficiency applicable to new or existing power sources will not materially diminish the current trajectory of rising electricity demand.
Artificial Intelligence and Data Center Infrastructure Demand
Our partnerships with hyperscalers will depend, in part, on our ability to identify and secure sites capable of supporting the co-location of power assets and data centers. A decline or slowdown in the deployment of AI infrastructure, a reduction in the power requirements associated with AI workloads, or broader market saturation in the AI sector could adversely affect demand for our solutions and materially impact our business prospects.
Tenant Acquisition and Retention
Our revenue model is heavily dependent on securing multi-GW scale anchor tenants and maintaining long-term power delivery and leasing agreements. Our ability to attract high-credit-quality tenants—particularly large AI developers, hyperscalers, and sovereign compute platforms—is critical to achieving scale and recurring revenues. Changes in customer requirements, economic conditions, or competitive offerings could hinder tenant growth or increase churn risk. Delays in tenant onboarding or renegotiation of terms due to construction timelines may also impact financial performance.
Environmental Stewardship and Community Relations
Although we believe that public support for AI infrastructure remains at acceptable levels, public perception and environmental stewardship remain critical to the long-term viability of our business. Any material shift in local sentiment, changes in federal or state law, organized stakeholder opposition, or heightened perceptions of environmental risk could result in reputational harm or disruptions to our operations.
Geopolitical Environment and Policy Considerations
Energy infrastructure and computing capacity are increasingly viewed through the lens of national security and economic competitiveness. Changes in U.S. energy policy, particularly with respect to land use regulation, artificial intelligence governance, foreign investment review, or export controls, may materially affect our operations. Our ability to navigate this evolving policy landscape, especially as it pertains to grid resilience and the designation of critical infrastructure, will be an important factor in our long-term scalability and strategic positioning.
Principal Components of Results of Operations
We operate our business within a single reportable segment, which is consistent with how our management reviews our business, makes investment and resource allocation decisions, and assesses operating performance. Management primarily reviews total assets and net loss of the single reportable segment.
23
Revenues, net
We currently sell our natural gas and natural gas liquids to Cimarron Midstream, formerly known as IACX, (“Cimarron”) a processor, pursuant to that certain Marketing Agreement (the “Marketing Agreement”), at a price based on an index price from the purchaser, which expired on May 31, 2024. This Marketing Agreement currently continues on a month-to-month basis unless and until terminated by the Company or the purchaser with a 30-day advance notice. Cimarron processes our gas for natural gas liquids and other usable components in its facilities. We receive value for our natural gas and any associated natural gas liquids as further defined as hydrocarbons pursuant to the Marketing Agreement. Although the Company produces helium alongside its natural gas, Cimarron will not compensate us for our helium produced under our existing contract. To date, we have not generated any revenue from the production of helium.
Under our natural gas and natural gas liquid contracts with processors, when the unprocessed natural gas is delivered at the sales meter, control of the gas is transferred to the purchaser, the Company’s obligations are satisfied, and revenue is recognized. In the cases where the Company sells to a processor, management has determined that the processors are customers. The Company recognizes the revenue in these contracts based on the net proceeds received from the processor.
The Company has no unsatisfied performance obligations at the end of each reporting period.
Lease operating expenses
Lease operating expenses represent costs incurred in operations of producing properties and workover costs. The majority of these costs are comprised of labor costs, production taxes, compression, workover, and repair costs.
Depletion, depreciation, amortization, and accretion
The Company follows the full cost accounting method to account for oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of oil and gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on nonproducing leases, drilling, completing and equipping of oil and gas wells, administrative costs directly attributable to those activities and asset retirement costs. The Company records depletion expense for oil and natural gas properties on a units of production basis over the life of the full cost pool’s reserves. The Company records depreciation expense for computer equipment and furniture and fixtures over a useful life of five years. The Company records depreciation expense for leasehold improvement over a useful life of five to fifteen years.
General and administrative costs
General and administrative costs primarily include costs incurred for overhead, consisting of payroll and benefits for the Company’s corporate staff, contractor and consulting costs, stock compensation expenses, accounting and legal costs, and office rent.
Other income and expense
Other income (expenses) primarily consists of interest income and expense and changes in the fair value of derivative instruments. Interest income relates primarily to interest earned on cash equivalents. Interest expense is primarily associated with interest on outstanding notes. Changes in the fair value of derivative instruments reflect periodic mark-to-market adjustments on derivative assets and liabilities.
Income taxes
The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for income tax purposes and net operating loss and tax credit carryforwards. The amount of deferred taxes on these temporary differences is determined using the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, as applicable, based on tax rates and laws in the respective tax jurisdiction enacted as of the balance sheet date.
The Company reviews its deferred tax assets for recoverability and establishes a valuation allowance based on projected future taxable income, applicable tax strategies and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not (likelihood of greater than 50 percent) that some portion or all the deferred tax assets will not be realized. The balance of the Company’s valuation allowance was $21.7 million and $10.0 million as of September 30, 2026 and December 31, 2025, respectively.
24
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based upon the technical merits of the position. If all or a portion of the unrecognized tax benefit is sustained upon examination by the taxing authorities, the tax benefit will be recognized as a reduction to the Company’s deferred tax liability and will affect the Company’s effective tax rate in the period it is recognized.
The Company records any tax-related interest charges as interest expense and any tax-related penalties as other expense in the consolidated statements of operations of which there have been none to date. The Company is also subject to Texas Margin Tax. The Company realized no Texas Margin Tax in the accompanying condensed consolidated financial statements as we do not anticipate owing any Texas Margin Tax for the periods presented.
Stock-based compensation
The Company accounts for its stock-based compensation awards in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company periodically issues common stock and common stock options to consultants and directors for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete.
Results of Operations
To provide readers with meaningful comparisons, the following analysis provides comparisons of the financial results for the three and nine months ended September 30, 2026 and 2025. We analyze and explain the differences between periods in the specific line items of the Consolidated Statements of Operations.
The three months ended September 30, 2026 compared to the three months ended September 30, 2025
The following table sets forth our results of operations for the periods presented:
|
|
For the Three Months Ended September 30, |
|
|
Variance |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
($) |
|
|
(%) |
|
||||
Revenues, Net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas, and product sales, net |
|
$ |
147,674 |
|
|
$ |
159,411 |
|
|
$ |
(11,737 |
) |
|
|
(7.4 |
)% |
Total Revenues, Net |
|
|
147,674 |
|
|
|
159,411 |
|
|
|
(11,737 |
) |
|
|
(7.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease operating expenses |
|
|
368,446 |
|
|
|
408,716 |
|
|
|
(40,270 |
) |
|
|
(9.9 |
) |
Depletion, depreciation, amortization, and accretion |
|
|
357,365 |
|
|
|
236,096 |
|
|
|
121,269 |
|
|
|
51.4 |
|
General and administrative expenses |
|
|
16,586,774 |
|
|
|
3,718,485 |
|
|
|
12,868,289 |
|
|
|
346.1 |
|
Total costs and expenses |
|
|
17,312,585 |
|
|
|
4,363,297 |
|
|
|
12,949,288 |
|
|
|
296.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from operations |
|
$ |
(17,164,911 |
) |
|
$ |
(4,203,886 |
) |
|
$ |
(12,961,025 |
) |
|
|
308.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
499,811 |
|
|
|
12,799 |
|
|
|
487,012 |
|
|
|
3,805.1 |
|
Interest expense |
|
|
(644,121 |
) |
|
|
(1,830,334 |
) |
|
|
1,186,213 |
|
|
|
(64.8 |
) |
Change in fair value of derivative asset |
|
|
— |
|
|
|
(151,257 |
) |
|
|
151,257 |
|
|
n/m |
|
|
Change in fair value of derivative liability |
|
|
710,000 |
|
|
|
456,483 |
|
|
|
253,517 |
|
|
|
55.5 |
|
Loss on investment in joint venture |
|
|
— |
|
|
|
(66,805 |
) |
|
|
66,805 |
|
|
n/m |
|
|
Other, net |
|
|
(187 |
) |
|
|
(173 |
) |
|
|
(14 |
) |
|
|
8.1 |
|
Total Other Income (Expenses) |
|
$ |
565,503 |
|
|
$ |
(1,579,287 |
) |
|
$ |
2,144,790 |
|
|
|
(135.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income taxes |
|
|
(16,599,408 |
) |
|
|
(5,783,173 |
) |
|
|
(10,816,235 |
) |
|
|
187.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
n/m |
|
|
Net loss |
|
$ |
(16,599,408 |
) |
|
$ |
(5,783,173 |
) |
|
$ |
(10,816,235 |
) |
|
|
187.0 |
% |
25
Net Revenue by Product Category
The following table summarizes the Company’s net consolidated revenues disaggregated by product category:
|
|
For the Three Months Ended September 30, |
|
|||||
|
|
September 30, |
|
|
September 30, |
|
||
Natural gas |
|
$ |
410,833 |
|
|
$ |
476,402 |
|
Less gathering and processing |
|
|
(293,368 |
) |
|
|
(372,191 |
) |
Natural gas, net |
|
|
117,465 |
|
|
|
104,211 |
|
NGL |
|
|
30,209 |
|
|
|
55,200 |
|
Total revenue, net |
|
$ |
147,674 |
|
|
$ |
159,411 |
|
Natural gas, net increased $13,254 for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The increase in revenue was primarily due to a $0.20 per Mcf increase in gas prices net of processing and transportation, partially offset by a 58 MMcf decrease in gas sales volumes.
Natural gas liquids (“NGLs”) decreased $24,991 for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The decrease in revenue was primarily due to a 507 barrel decrease in NGL sales volumes, partially offset by a $4.77 per barrel increase in NGL prices.
Operating Expenses
|
|
For the Three Months Ended September 30, |
|
|
Variance |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
($) |
|
|
(%) |
|
||||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease operating expenses |
|
$ |
368,446 |
|
|
$ |
408,716 |
|
|
$ |
(40,270 |
) |
|
|
(9.9 |
)% |
Depletion, depreciation, amortization, and accretion |
|
|
357,365 |
|
|
|
236,096 |
|
|
|
121,269 |
|
|
|
51.4 |
|
General and administrative expenses |
|
|
16,586,774 |
|
|
|
3,718,485 |
|
|
|
12,868,289 |
|
|
|
346.1 |
|
Total costs and expenses |
|
$ |
17,312,585 |
|
|
$ |
4,363,297 |
|
|
$ |
12,949,288 |
|
|
|
296.8 |
% |
The Company experienced an overall increase in operating expenses of $12,949,288 for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025.
Lease operating expenses decreased $40,270 for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025.
Depletion, depreciation, amortization and accretion increased $121,269 for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The increase was primarily attributable to higher accretion expense associated with asset retirement obligations, partially offset by lower depletion expense due to a decrease in the depletion rate.
General and administrative costs increased $12,868,289 for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was primarily due to an increase in stock-based compensation and employee costs due to an increase in employee headcount.
26
Other (Expense) Income
|
|
For the Three Months Ended September 30, |
|
|
Variance |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
($) |
|
|
(%) |
|
||||
Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
$ |
499,811 |
|
|
$ |
12,799 |
|
|
$ |
487,012 |
|
|
|
3805.1 |
% |
Interest expense |
|
|
(644,121 |
) |
|
|
(1,830,334 |
) |
|
|
1,186,213 |
|
|
|
(64.8 |
) |
Change in fair value of derivative asset |
|
|
— |
|
|
|
(151,257 |
) |
|
|
151,257 |
|
|
n/m |
|
|
Change in fair value of derivative liability |
|
|
710,000 |
|
|
|
456,483 |
|
|
|
253,517 |
|
|
|
55.5 |
|
Loss on investment in joint venture |
|
|
— |
|
|
|
(66,805 |
) |
|
|
66,805 |
|
|
n/m |
|
|
Other, net |
|
|
(187 |
) |
|
|
(173 |
) |
|
|
(14 |
) |
|
|
8.1 |
|
Total Other Income (Expenses) |
|
$ |
565,503 |
|
|
$ |
(1,579,287 |
) |
|
$ |
2,144,790 |
|
|
|
(135.8 |
)% |
Interest income increased $487,012 for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. Interest income relates to interest earned on cash equivalents.
Interest expense decreased $1,186,213 for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The decrease was primarily attributable to the payoff of a note payable to AirLife Gases USA Inc. (“AirLife”) and convertible notes that were outstanding during the prior-year period. These decreases were partially offset by interest expense incurred on the Company’s Term Loan A-1 during the three months ended September 30, 2026.
Change in fair value of derivative asset increased $151,257 as the Company paid off the associated debt instrument in the quarter ended December 31, 2025.
Change in fair value of derivative liability changed from a gain of $456,483 for the quarter ended September 30, 2025 to a gain of $710,000 for the three months ended September 30, 2026. For the three months ended September 30, 2026, the gain on the derivative liability was primarily attributable to changes in the fair value of the embedded derivative associated with the Term Loan Agreement.
27
The nine months ended September 30, 2026 compared to the nine months ended September 30, 2025
The following table sets forth our results of operations for the periods presented:
|
|
For the Nine Months Ended September 30, |
|
|
Variance |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
( $ ) |
|
|
( % ) |
|
||||
Revenues, Net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas, and product sales, net |
|
$ |
698,758 |
|
|
$ |
694,980 |
|
|
$ |
3,778 |
|
|
|
0.5 |
% |
Total Revenues, Net |
|
|
698,758 |
|
|
|
694,980 |
|
|
|
3,778 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease operating expenses |
|
|
846,859 |
|
|
|
977,581 |
|
|
|
(130,722 |
) |
|
|
(13.4 |
) |
Impairment expenses |
|
|
625,000 |
|
|
|
— |
|
|
|
625,000 |
|
|
n/m |
|
|
Depletion, depreciation, amortization, and accretion |
|
|
1,126,575 |
|
|
|
666,523 |
|
|
|
460,052 |
|
|
|
69.0 |
|
General and administrative expenses |
|
|
41,840,299 |
|
|
|
7,187,659 |
|
|
|
34,652,640 |
|
|
|
482.1 |
|
Total costs and expenses |
|
|
44,438,733 |
|
|
|
8,831,763 |
|
|
|
35,606,970 |
|
|
|
403.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from operations |
|
|
(43,739,975 |
) |
|
|
(8,136,783 |
) |
|
|
(35,603,192 |
) |
|
|
437.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
556,101 |
|
|
|
39,127 |
|
|
|
516,974 |
|
|
|
1,321.3 |
|
Interest expense |
|
|
(3,061,535 |
) |
|
|
(4,788,442 |
) |
|
|
1,726,907 |
|
|
|
(36.1 |
) |
Change in fair value of derivative asset |
|
|
— |
|
|
|
(10,001 |
) |
|
|
10,001 |
|
|
n/m |
|
|
Change in fair value of derivative liability |
|
|
1,795,587 |
|
|
|
548,186 |
|
|
|
1,247,401 |
|
|
|
227.6 |
|
Change in fair value of deferred equity consideration |
|
|
(3,351,961 |
) |
|
|
— |
|
|
|
(3,351,961 |
) |
|
n/m |
|
|
Loss on Debt Extinguishment |
|
|
(70,657 |
) |
|
|
— |
|
|
|
(70,657 |
) |
|
n/m |
|
|
Loss on investment in joint venture |
|
|
— |
|
|
|
(66,805 |
) |
|
|
66,805 |
|
|
n/m |
|
|
Other, net |
|
|
6,433 |
|
|
|
(294,715 |
) |
|
|
301,148 |
|
|
|
(102.2 |
) |
Total Other Income (Expenses) |
|
|
(4,126,032 |
) |
|
|
(4,572,650 |
) |
|
|
446,618 |
|
|
|
(9.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income taxes |
|
|
(47,866,007 |
) |
|
|
(12,709,433 |
) |
|
|
(35,156,574 |
) |
|
|
276.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
n/m |
|
|
Net loss |
|
$ |
(47,866,007 |
) |
|
$ |
(12,709,433 |
) |
|
$ |
(35,156,574 |
) |
|
|
276.6 |
% |
Net Revenue by Product Category
The following table summarizes the Company’s net consolidated revenues disaggregated by product category:
|
|
For the Nine Months Ended September 30, |
|
|||||
|
|
September 30, |
|
|
September 30, |
|
||
Natural gas |
|
$ |
1,567,233 |
|
|
$ |
1,749,751 |
|
Less gathering and processing |
|
|
(1,035,520 |
) |
|
|
(1,219,937 |
) |
Natural gas, net |
|
|
531,713 |
|
|
|
529,814 |
|
NGL |
|
|
167,045 |
|
|
|
165,166 |
|
Total revenue, net |
|
$ |
698,758 |
|
|
$ |
694,980 |
|
Natural gas, net increased $1,899 for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The increase in revenue was primarily due to a $0.08 per Mcf increase in gas prices net of processing and transportation, partially offset by a 60 MMcf decrease in gas sales volumes.
NGLs increased $1,879 for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The increase in revenue was primarily due to a $13.02 per barrel increase in NGL prices, partially offset by a 570 barrel decrease in NGL sales volumes.
28
Operating Expenses
|
|
For the Nine Months Ended September 30, |
|
|
Variance |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
($) |
|
|
(%) |
|
||||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease operating expenses |
|
$ |
846,859 |
|
|
$ |
977,581 |
|
|
$ |
(130,722 |
) |
|
|
(13.4 |
)% |
Impairment expenses |
|
|
625,000 |
|
|
|
— |
|
|
|
625,000 |
|
|
n/m |
|
|
Depletion, depreciation, amortization, and accretion |
|
|
1,126,575 |
|
|
|
666,523 |
|
|
|
460,052 |
|
|
|
69.0 |
|
General and administrative expenses |
|
|
41,840,299 |
|
|
|
7,187,659 |
|
|
|
34,652,640 |
|
|
|
482.1 |
|
Total costs and expenses |
|
$ |
44,438,733 |
|
|
$ |
8,831,763 |
|
|
$ |
35,606,970 |
|
|
|
403.2 |
% |
The Company experienced an overall increase in operating expenses of $35,606,970 for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.
Lease operating expenses decreased $130,722 for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. Impairment expenses increased $625,000 for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was due to impairment of the gas plant related to payments made towards the plant during the nine months ended September 30, 2026 and the change in the Company’s strategy that occurred in late 2025.
Depletion, depreciation, amortization and accretion increased $460,052 for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was primarily attributable to higher accretion expense associated with asset retirement obligations, partially offset by lower depletion expense due to a decrease in the depletion rate.
General and administrative costs increased $34,652,640 for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was primarily due to an increase in stock-based compensation, legal expenses, employee costs due to an increase in employee headcount, professional services costs and a one-time legal settlement cost and a one-time contract termination fee that were both incurred during the nine months ended September 30, 2026.
Other (Expense) Income
|
|
For the Nine Months Ended September 30, |
|
|
Variance |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
($) |
|
|
(%) |
|
||||
Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
$ |
556,101 |
|
|
$ |
39,127 |
|
|
$ |
516,974 |
|
|
|
1321.3 |
% |
Interest expense |
|
|
(3,061,535 |
) |
|
|
(4,788,442 |
) |
|
|
1,726,907 |
|
|
|
(36.1 |
) |
Change in fair value of derivative asset |
|
|
— |
|
|
|
(10,001 |
) |
|
|
10,001 |
|
|
n/m |
|
|
Change in fair value of derivative liability |
|
|
1,795,587 |
|
|
|
548,186 |
|
|
|
1,247,401 |
|
|
|
227.6 |
|
Change in fair value of deferred equity consideration |
|
|
(3,351,961 |
) |
|
|
— |
|
|
|
(3,351,961 |
) |
|
n/m |
|
|
Loss on Debt Extinguishment |
|
|
(70,657 |
) |
|
|
— |
|
|
|
(70,657 |
) |
|
n/m |
|
|
Loss on investment in joint venture |
|
|
— |
|
|
|
(66,805 |
) |
|
|
66,805 |
|
|
n/m |
|
|
Other, net |
|
|
6,433 |
|
|
|
(294,715 |
) |
|
|
301,148 |
|
|
|
(102.2 |
) |
Total Other Income (Expenses) |
|
$ |
(4,126,032 |
) |
|
$ |
(4,572,650 |
) |
|
$ |
446,618 |
|
|
|
(9.8 |
)% |
Interest income increased $516,974 for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. Interest income relates to interest earned on cash equivalents.
Interest expense decreased $1,726,907 for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The decrease was primarily attributable to the settlement of the excise tax liability, the payoff of a note payable to AirLife and convertible notes that were outstanding during the prior-year period. These decreases were partially offset by interest expense incurred on the Company’s Term Loan A-1 and SharonAI Note during the nine months ended September 30, 2026.
Change in fair value of derivative asset increased $10,001 as the Company paid off the associated debt instrument in the quarter ended December 31, 2025.
29
Change in fair value of derivative liability increased $1,247,401 for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was primarily attributable to changes in the fair value of the embedded derivative associated with the SharonAI Note, as well as the recognition and subsequent remeasurement of the embedded derivative associated with the Term Loan Agreement entered into during the period.
Change in fair value of deferred equity consideration relates to the remeasurement of the deferred consideration associated with the acquisition of TCDC.
Liquidity and Capital Resources
Sources of Liquidity
We are currently focused in the near-term on using our available liquidity for the development of our flagship data center project, TCDC. We expect our liquidity to be supported by a diversified mix of debt and equity capital, including project financing for the buildout of our flagship project as well as tenant prepayments and advances, strategic equity investments and government grants. Although we plan to fund near-term development activity through a combination of these methods, there can be no assurance that such capital will be available in the amounts required or on favorable terms. Access to financing may be constrained by changes in macroeconomic conditions, increases in interest rates, customer-specific credit risks, regulatory shifts, or other market factors beyond our control.
On January 23, 2026, we filed a shelf registration statement on Form S-3 (File No. 333-292892) with the SEC, which was declared effective on January 30, 2026 (the “Registration Statement”). The Registration Statement, which includes a base prospectus, allows us at any time to offer any combination of securities described in the prospectus in one or more offerings in an aggregate amount of up to $350 million. The Registration Statement is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The terms of any future offering under the Registration Statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.
From February through September 2026, we issued 5,171,540 shares of common stock underlying the First Tranche Warrant and 9,092,460 shares of common stock underlying the Second Tranche Warrant to the Investor at an exercise price of $2.00 per share for total gross proceeds of $28,528,000.
On April 8, 2026, TCDC entered into the Term Loan Agreement providing for borrowings of up to $290.0 million, including an initial committed tranche of $20.0 million, which was fully funded on April 13, 2026. Access to additional amounts under the Term Loan Agreement beyond the initial committed tranche is subject to lender approval and the satisfaction of certain conditions. On April 10, 2026, we closed an underwritten public offering of 29,850,746 shares of common stock, at a price to the public of $3.35 per share, resulting in proceeds, net of underwriters’ discount and issuance costs, of approximately $93.4 million pursuant to the Registration Statement. In connection with the underwritten public offering, the underwriters exercised their option to purchase an additional 4,477,611 shares of common stock at the public offering price, resulting in additional net proceeds of approximately $14.1 million. The Company used a portion of the offering proceeds to repay in full the outstanding borrowings under the SharonAI Note.
On September 24, 2026, the Company filed an at-the-market prospectus supplement to its existing Registration Statement, relating to the offer and sale of up to $100.0 million in common stock (the “ATM Program”). During the three and nine months ended September 30, 2026, the Company issued 9,632,203 shares of common stock under the ATM Program resulting in gross proceeds of $60.0 million that were partially offset by offering costs of $0.7 million. As of September 30, 2026, there was $40.0 million in common stock remaining under the ATM Program.
On October 7, 2026, TCDC, the Company and Macquarie entered into a Consent, Waiver and First Amendment to the Term Loan Agreement, under which Macquarie extended the Term Loan A-2 and A-3 availability periods to October 9, 2026, waived the Data Center Lease conditions precedent to funding, consented to the letter of credit and cash collateral arrangements with Macquarie Bank Limited described above, and permitted the proceeds of the draws to fund the related cash collateral. Macquarie also waived its right to require prepayment or installment repayment of the loans as a result of a Data Center Lease not having been executed by October 8, 2026.
Also on October 7, 2026, TCDC borrowed $60.0 million under its Term Loan Agreement with Macquarie, consisting of $30.0 million under Term Loan A-2 and $30.0 million under Term Loan A-3, and issued to Macquarie warrants to purchase 413,055 shares of common stock at an exercise price of approximately $7.26 per share.
Also on October 7, 2026, PowerCo and TCDC entered into a letter of credit reimbursement agreement with Macquarie Bank Limited, an affiliate of Macquarie, which issued a $116.0 million standby letter of credit to Luminant as credit support under the PPA. PowerCo’s
30
reimbursement obligations are guaranteed by TCDC and secured by cash collateral of not less than 102% of the undrawn amount, approximately $118.3 million at issuance, funded with the $60.0 million of Term Loan A-2 and A-3 borrowings and approximately $58.3 million of cash on hand. The collateral will be presented as restricted cash and is expected to remain restricted for the term of the PPA. PowerCo paid a fronting fee of 1.00% of the face amount at issuance, which will be amortized over the term of the letter of credit, and will pay a letter of credit fee of 2.00% per annum, payable quarterly in arrears.
Additionally, in October 2026, the Company entered into securities purchase agreements with certain accredited investors to sell 23,272,727 shares of common stock at $2.75 per share in a private placement for gross proceeds of approximately $64.0 million, which closed on October 29, 2026. Northland Capital Markets acted as placement agent and received a fee of 6% of gross proceeds. The Company also entered into a registration rights agreement under which it agreed to file a resale registration statement within 15 business days and to use commercially reasonable efforts to have it declared effective within 45 days of filing, or 90 days in the event of a full SEC review. Following the closing, the Company used net proceeds and cash on hand to repay $60.0 million of principal outstanding under the Term Loan Agreement together with the applicable MOIC premium of $9.0 million, leaving $20.6 million outstanding under Term Loan A-1.
Despite our ability to leverage or use various sources of capital, other factors may impact our capital plan. For example, we may also experience delays in construction that extend beyond our estimated development timeline. Prolonged development periods could increase project costs beyond budgeted amounts and reduce the availability of construction loans from project partners or third party financing sources during interim periods. Any such timing misalignments could necessitate additional bridge capital or contingency financing, which may not be available on acceptable terms, or at all. Furthermore, unanticipated events—such as permitting delays, failure to secure required regulatory approvals, or force majeure events—could result in liquidity shortfalls or force us to amend our capital plan.
Market conditions may also affect our ability to raise capital. For example, credit providers may reduce exposure to long-duration infrastructure development with extended pre-revenue periods. Even if financing is available, we may be required to accept unfavorable terms, including higher cost of capital, restrictive covenants, or equity dilution, all of which could impair our ability to execute our business plan. If we are unable to raise capital in the amounts, timing, or terms we expect, we may be forced to delay capital expenditures, amend or terminate our purchase commitments for long-lead materials or surrender assets pledged as collateral under our financing agreements in order to preserve liquidity, which could materially extend our development timeline and delay one or more phases of our projects, preventing us from achieving planned operational and financial milestones within the anticipated timeframe.
Uses and Availability of Funds
We measure our liquidity in a number of ways, including cash balances on hand, working capital, and operating cash flows. As of September 30, 2026, we had cash and cash equivalents of $117.6 million, restricted cash of $20.0 million, and a working capital surplus of $136.7 million.
Our future capital requirements will depend on many factors, including our future rate of revenue growth and the timing and extent of expenditures to support sales, marketing, and infrastructure development, including the buildout of data center capacity.
Under the DFA entered into on September 18, 2026, we agreed to reimburse an affiliate of Luminant construction costs for substation and transmission infrastructure serving the Data Center Project, subject to execution of definitive purchase and sale agreements and up to a cap of $116.0 million. The cap also includes amounts to acquire the associated substation under a purchase and sale agreement that we expect to execute in the fourth quarter of 2026. We expect reimbursable costs over the next twelve months to be significantly below the cap, although we may reach the cap, depending on final scope, equipment pricing, and construction schedule. The purchase price for the substation, and any costs associated with a second, redundant feed, will be established in the related purchase and sale agreements. As noted above, in October 2026, we funded approximately $118.3 million of cash collateral for the $116.0 million letter of credit required under the PPA.
Including the DFA reimbursement obligations, we currently expect cash requirements of approximately $50 million to $60 million over the next twelve months, which we expect to primarily fund with cash on hand, and, as necessary, with proceeds from sales under the ATM Program, under which approximately $40 million remained available as of September 30, 2026.
Upon execution of binding term sheets or definitive agreements with one or more data center tenants and the Phase 1 purchase and sales agreement, our expected expenditures will increase materially as we proceed with the development of our flagship project. We currently estimate total capital expenditures for the first phase of our flagship project of approximately $150 million to $400 million over the next twelve months, subject to the terms and conditions agreed with our future tenants. Required capital expenditures are difficult to estimate with precision and will depend on final tenant composition, generation mix, supply chain dynamics, and site optimization decisions. We
31
expect to fund these expenditures through a combination of tenant prepayments, additional borrowings under the Term Loan Agreement or other project-level debt financing, equity offerings, and cash on hand.
Cash Flows
Cash flows for the nine months ended September 30, 2026 and 2025
The following table summarizes our cash flow activity for the periods presented:
|
|
For the Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash Provided by (Used in) |
|
|
|
|
|
|
||
Operating Activities |
|
$ |
(18,973,916 |
) |
|
$ |
(7,181,185 |
) |
Investing Activities |
|
|
(12,440,234 |
) |
|
|
(2,141,047 |
) |
Financing Activities |
|
|
167,782,258 |
|
|
|
22,432,987 |
|
Net increase in cash and cash equivalents and restricted cash |
|
$ |
136,368,108 |
|
|
$ |
13,110,755 |
|
Net cash used in operating activities
Cash used in operating activities was $19.0 million for the nine months ended September 30, 2026, primarily driven by a net loss of $47.9 million. This was partially offset by non-cash adjustments, including stock-based compensation of $24.2 million, deferred equity consideration of $3.4 million, non-cash interest expense of $1.7 million, depletion, depreciation, amortization, and accretion of $1.1 million, and impairment expense of $0.6 million.
Cash used in operating activities was $7.2 million for the nine months ended September 30, 2025. Net loss of $12.7 million was affected by depletion, depreciation, amortization, and accretion of $0.7 million, amortization of debt discount of $3.6 million, stock-based compensation of $0.8 million and accrued interest on note payable and other liabilities of $0.1 million. Changes in operating assets and liabilities provided $0.7 million of cash for operating activities.
Net cash used in investing activities
Investing activities used cash of $12.4 million for the nine months ended September 30, 2026, related to purchase of land, purchase of the remaining TCDC membership interest and purchase of property, plant and equipment.
Investing activities used cash of $2.1 million for the nine months ended September 30, 2025, related to the purchase of property, plant and equipment of $1.3 million and investment in joint venture of $0.9 million.
Net cash provided by financing activities
Financing activities provided cash of $167.8 million for the nine months ended September 30, 2026, primarily driven by $171.7 million of proceeds from the issuance of common stock, $28.4 million of proceeds from the exercise of warrants, $19.4 million of net proceeds from the Term Loan A-1 financing, partially offset by the repayment of the SharonAI Note of $50.0 million.
Financing activities provided cash of $22.4 million for the nine months ended September 30, 2025, related to proceeds from the issuance of common stock of $22.2 million and proceeds from the convertible note of $2.8 million, partially offset by repayment of the convertible notes of $2.5 million.
Seasonality
We typically do not experience seasonality in our operations.
Critical Accounting Estimates
The Company prepares its condensed consolidated financial statements for inclusion in this Report in accordance with generally accepted accounting principles in the United States (“GAAP”). See Note 2 of Notes to Consolidated Financial Statements. The following is a discussion of the Company’s most critical accounting estimates, judgments and uncertainties that are inherent in the Company’s application of GAAP.
32
Reserves
The Company’s proved reserve information as of December 31, 2025 was prepared by MKM Engineering, independent reservoir engineers. Because these estimates depend on many assumptions, all of which may substantially differ from future actual results, proved reserve estimates will be different from the quantities of oil and natural gas that are ultimately recovered. In addition, results of drilling, testing and production after the date of an estimate may justify material revisions, positively or negatively, to the estimate of proved reserves. The Company’s estimates of proved reserves materially impact depreciation, depletion and amortization (“DD&A”) expense. If the estimates of proved reserves decline, the rate at which the Company records DD&A expense will increase, reducing future net income. Such a decline may result from lower commodity prices, which may make it uneconomical to drill for and produce higher cost fields. Under the full cost method of accounting, the Company performs a quarterly ceiling test in accordance with SEC Regulation S-X Rule 4-10. The ceiling test limits the net capitalized costs of oil and gas properties to the present value (PV-10) of estimated future net revenues from proved reserves, based on SEC-prescribed commodity prices, adjusted for discounted asset retirement obligations and income taxes. The calculation requires significant estimates and assumptions, including reserve quantities, future production timing, future operating and development costs and commodity prices. Declines in proved reserve estimates, reductions in projected future net revenues or other adverse changes in the underlying assumptions may reduce the calculated ceiling limitation and result in non-cash impairment charges.
Asset Retirement Obligations
The Company has significant obligations to remove tangible equipment and facilities and to restore the land at the end of oil and natural gas production operations. The Company’s removal and restoration obligations are primarily associated with plugging and abandoning wells. Estimating the future restoration and removal costs is difficult and requires management to make estimates and judgments because most of the removal obligations are many years in the future and in some cases have vague descriptions of what constitutes removal. Asset removal technologies and costs are constantly changing, as are regulatory, political, environmental, safety and public relations considerations. Inherent in the present value calculation are numerous assumptions and judgments including the ultimate settlement amounts, credit-adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the present value of the existing asset retirement obligations, a corresponding adjustment is generally made to the crude oil and natural gas property balance.
Deferred Tax Asset Valuation Allowance
The Company continually assesses both positive and negative evidence for recoverability of its deferred tax assets and based on projected future taxable income, applicable tax strategies and the expected timing of the reversals of existing temporary differences, the Company maintained a valuation allowance of $21.7 million as of September 30, 2026. There can be no assurance that facts and circumstances will not materially change and require the Company to revise this valuation allowance in a future period.
Stock-based Compensation
The Company calculates the fair value of stock-based compensation using various valuation methods. The Company determination on the appropriate valuation method requires the use of estimates to derive the inputs necessary to determine fair value. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable.
Warrants
The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.
33
Related parties
Management approves all material related-party transactions. Management considers the details of each new, existing or proposed related party transaction, including the terms of the transaction, the business purpose of the transaction, and the benefits to the Company and the relevant related party. In determining whether to approve a related party transaction, the following factors are considered: (1) if the terms are fair to the Company, (2) if there are business reasons to enter into the transaction, or (3) if the transaction would present an improper conflict of interest for any officer.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows:
Environmental Matters
The Company, as a lessee of oil and gas properties, is subject to various federal, provincial, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. There can be no assurance, however, that current regulatory requirements will not change, or past noncompliance with environmental laws will not be discovered on the Company’s properties which may, in turn, require further remediation efforts.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As a smaller reporting company we are not required to make disclosures under this Item.
Item 4. Controls and Procedures.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our current principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, management has evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures in effect as of September 30, 2026. As a result of management’s evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of September 30, 2026, or as of the date of the filing of this Report, because of both the historical and the additional material weaknesses in our internal control described below.
Material Weaknesses
34
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
During 2025 and 2026, the Company has continued the process to develop and implement its internal controls over financial reporting. This included the documentation of processes and identification of existing controls. In addition, in order to address segregation of duties issues as a result of the Company’s limited accounting staff, the Company continues to engage a third party to assist in the monthly and quarterly accounting, a third party to assist in the evaluation of appropriate accounting treatment and disclosures related to complex transactions and new pronouncements, and a third party to assist in accounting for income taxes. Our remediation plan for this material weakness is described below under “Remediation Plan and Status.”
These material weaknesses resulted in material misstatements to general and administrative expenses, loss from operations, loss before income taxes, net loss, net loss per share, additional paid-in capital, and accumulated deficit, as well as to the presentation of net loss and non-cash stock-based compensation within the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in stockholders’ equity (deficit) during the first quarter of 2026.
Remediation Plan and Status
With the oversight of management and the Audit Committee, the Company has developed a remediation plan to address the material weaknesses described above and have begun implementing it. The systems, personnel, external resources and control evaluation and testing actions are primarily designed to address the historical material weakness, and the new control processes are designed to address the additional material weaknesses. Actions taken to date include:
The Company believes these measures, when fully implemented and operating effectively, will remediate the material weaknesses. However, the material weaknesses will not be considered remediated until the applicable controls have been designed and implemented, have operated for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.
35
As of September 30, 2026 and as of the date of this Report, the newly implemented controls had not operated for a sufficient period to permit such testing, and accordingly the material weaknesses remain unremediated. As we continue to evaluate and test our internal control over financial reporting, we may determine that additional measures or modifications to our remediation plan are necessary or appropriate.
The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. The elements of our remediation plans can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Changes in Internal Control Over Financial Reporting
Other than the systems implementation and new control processes described above, which the Company began during the quarter ended September 30, 2026 and which are expected to materially improve our internal control over financial reporting as they are completed and tested, there were no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be party to or otherwise involved in legal proceedings arising in the ordinary course of business. We recognize provisions for legal proceedings in our financial statements, in accordance with accounting rules, when we are advised by independent outside counsel that (i) it is probable that an outflow of resources will be required to settle the obligation and (ii) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis by outside counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system. Our provisions for probable losses arising from these matters are estimated and periodically adjusted by management. In making these adjustments our management relies on the opinions of our external legal advisors.
New Mexico Litigation
On December 23, 2025, the State of New Mexico filed a lawsuit against the Company and other parties, including our former Chief Executive Officer E. Will Gray II, in the First Judicial District Court for Santa Fe County (“New Mexico Litigation”). The complaint alleges several causes of action, including unjust enrichment, violations of the New Mexico Oil and Gas Act, violations of the Uniform Voidable Transactions Act, Fraud Against Taxpayers Act, civil conspiracy, and veil piercing, and seeks, among other relief, monetary damages, civil penalties, costs, and attorneys’ fees. The New Mexico Litigation was stayed shortly after it was initiated because of the ongoing bankruptcy proceedings for several unrelated defendants.
The Company reached a settlement with the State of New Mexico and the Acacia Operating Company, LLC bankruptcy trustee that resolved all claims brought against the Company. That settlement was formally approved on July 9, 2026 in the U.S. Bankruptcy Court for the Western District of Texas. Pursuant to the settlement, the Company did not admit any liability, wrongdoing, fault, or violation of any law, regulation, duty, or obligation. The claims against the Company in Torrez ex rel. State of New Mexico v. Acacia Operating Co. will be dismissed.
Shareholder Litigation
On April 1, 2026, a federal securities class action lawsuit was filed in the U.S. District Court for the Western District of Texas against the Company and certain former members of its management, styled Annonio v. New Era Energy & Digital, Inc., et al., Case No. 7:26-cv-00120. On June 17, 2026, the Court appointed Mr. Mitchell Patterson as lead plaintiff. The consolidated amended complaint, filed on August 21, 2026 by the lead plaintiff and named plaintiffs Terry Oh and John Westbrook, asserts claims under Sections 11 and 15 of the Securities Act of 1933, as amended, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and seeks, among other relief, class certification, monetary damages, costs, and attorneys’ fees.
On October 20, 2026, Defendants filed a motion to dismiss the consolidated amended complaint. Plaintiffs’ opposition is due December 21, 2026, and Defendants’ reply is due January 20, 2027.
The Company intends to vigorously defend itself against these claims. The Company believes that the resolution of this litigation will not have a material adverse effect on its business, financial condition or results of operations. Nonetheless, this legal matter remains pending, and we are unable to estimate the costs we may incur, if any, at this time.
Item 1A. Risk Factors.
Except as set forth below, there have been no material changes to the risk factors disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. You should carefully read and consider such risks, together with all of the other information in our Annual Report on Form 10-K for the year ended December 31, 2025, in this Quarterly Report on Form 10-Q (including the disclosures in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our condensed consolidated financial statements and related notes), and in the other documents that we file with the SEC.
We face uncertainty and costly compliance with government regulations, including a pause on permits related to data center developments in Texas that may be extended.
Our business is subject to extensive, evolving, and increasingly stringent federal, state, and local laws and regulations. Changes in laws and regulations can occur and these changes can be difficult to predict. New laws or regulations, or more stringent enforcement of existing laws or regulations, could adversely affect our business, financial condition and results of operations.
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On September 21, 2026, Texas Governor Greg Abbott directed the Texas Commission on Environmental Quality (“TCEQ”) to halt all permits sought by data centers in Texas until the completion of the previously announced audit by the Electric Reliability Council of Texas (“ERCOT”) of data centers in Texas’ grid interconnection queues. ERCOT’s audit is being conducted in conjunction with the Public Utility Commission of Texas and the Texas Water Development Board. As a result, certain permits necessary to the development of TCDC and other projects, including air permits, may be delayed until after completion of the ERCOT audit.
The political and regulatory environment for data center development in Texas has become significantly more uncertain following the 2026 midterm elections. The Governor-elect has stated she would impose a moratorium on all new data center-related approvals, including permits, until the Texas Legislature enacts new laws governing data center development, in addition to seeking to eliminate tax incentives available to data center projects.
We cannot predict whether or in what manner any moratorium will be implemented, its scope or duration, whether it will apply to projects with pending permit applications such as TCDC, or the content or timing of any legislation that may be enacted with respect to data center development in Texas. As a result, the existing pause on TCEQ permits for data centers may be extended beyond completion of the ERCOT audit, and permits necessary for TCDC and our other Texas projects could be delayed for an extended or indefinite period, denied, or made subject to new or more burdensome conditions. Any new legislation or regulation could impose additional requirements or restrictions on the siting, construction, power and water usage, labor practices, or operation of data centers, and the elimination or reduction of tax incentives could increase the costs of our projects and reduce the attractiveness of Texas to our customers, which could have a material adverse effect on our development timeline, results of operations and financial condition.
Laws and regulations regarding the development and operation of data centers could adversely affect demand for our distributed power solutions.
Various federal, state, local, and foreign governmental authorities have enacted or are considering laws and regulations regarding the development of data center infrastructure. This includes moratoria on new data center development, enhanced permitting and environmental review processes, suspension of permitting activities, elimination or reduction of tax incentives, and operational requirements or restrictions relating to energy efficiency, electricity and water consumption, labor, traffic congestion, noise mitigation, or other community-impact measures. Public opposition to data center development has increased and has become a prominent political issue. In the November 2026 elections, voters in numerous jurisdictions approved local ballot measures restricting data center development, and candidates who campaigned on restricting data center development were elected to statewide office in several states, including Texas, where a significant portion of our current and planned business is located. We expect that this heightened public and political scrutiny may lead to additional moratoria, restrictions, and requirements at the federal, state, and local levels. The implementation of moratoria and new requirements and restrictions could increase costs, delay or reduce planned data center infrastructure investments, limit the size and location of data centers, cause customers to shift planned development to other jurisdictions, or otherwise constrain the deployment or expansion of data center infrastructure by our customers. Any sustained reduction or delay in data center development activity or operations could materially and adversely affect demand for our data center developments and power solutions, our results of operations, and our financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
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Item 6. Exhibits.
No. |
|
Description of Exhibit |
3.1 |
|
Amended and Restated Articles of Incorporation of Roth CH V Holdings, Inc. filed on December 6, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 12, 2024, File No. 001-42433). |
3.2 |
|
Certificate of Change pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025, File No. 001-42433). |
3.3 |
|
Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025, File No. 001-42433). |
3.4 |
|
Amended and Restated Bylaws of Roth CH V Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on December 12, 2024, File No. 001-42433). |
4.1* |
|
Warrant to Purchase Common Stock, dated October 7, 2026, by and between the Company and Macquarie Equipment Capital Inc. |
10.1 |
|
Amendment to Employment Agreement, effective as of July 1, 2026, between the Company and Charles Nelson (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 6, 2026, File No. 001-42433). |
10.2 |
|
Amendment to Employment Agreement, effective as of July 1, 2026, between the Company and Ted Warner (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 6, 2026, File No. 001-42433). |
10.3 |
|
Amended and Restated Employment Agreement, effective as of July 1, 2026, between the Company and José Rodriguez (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on July 6, 2026, File No. 001-42433). |
10.4 |
|
Performance Award Agreement, effective as of July 1, 2026, between the Company and José Rodriguez (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on July 6, 2026, File No. 001-42433). |
10.5 |
|
Amended and Restated Employment Agreement, effective as of July 1, 2026, between the Company and E. Will Gray II (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on July 6, 2026, File No. 001-42433). |
10.6* |
|
Waiver and Consent Letter, dated July 17, 2026, by and between the Company and Macquarie Equipment Capital Inc. |
10.7* |
|
Power Purchase Agreement, dated September 18, 2026, by and between TCDC PowerCo LLC and Luminant ET Services Company LLC. |
10.8* |
|
Development Framework Agreement and Side Letter to Power Purchase Agreement, dated September 18, 2026, by and between Texas Critical Data Centers LLC and Vistra Corp. |
10.9 |
|
At-The-Market Issuance Sales Agreement, dated September 24, 2026, between the Company, Mizuho Securities USA LLC, B. Riley Securities, Inc., Northland Securities Inc., TCBI Securities, Inc., BTIG, LLC and Roth Capital Partners, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on September 24, 2026, File No. 001-42433). |
10.10* |
|
Letter of Credit Reimbursement Agreement, dated October 7, 2026, by and among TCDC PowerCo LLC, Texas Critical Data Centers LLC and Macquarie Bank Limited. |
10.11* |
|
Consent, Waiver and First Amendment to Term Loan Agreement, dated October 7, 2026, by and among the Company, Texas Critical Data Centers LLC, each subsidiary guarantor party thereto, each lender party thereto and Macquarie Equipment Capital Inc. |
10.12 |
|
Form of Securities Purchase Agreement, dated October 28, 2026, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2026, File No. 001-42433). |
10.13 |
|
Registration Rights Agreement, dated October 28, 2026, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October 29, 2026, File No. 001-42433). |
10.14* |
|
First Amendment to Board of Directors Agreement, dated July 1, 2026, by and between the Company and Peter Lee. |
10.15* |
|
First Amendment to Board of Directors Agreement, dated July 1, 2026, by and between the Company and Ondrej Sestak. |
10.16* |
|
First Amendment to Board of Directors Agreement, dated July 1, 2026, by and between the Company and Trent Yang. |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2** |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS* |
|
Inline XBRL Instance Document. |
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document. |
104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEW ERA ENERGY & DIGITAL, INC. |
|
|
|
|
|
By: |
/s/ Charles Nelson |
|
Name: |
Charles Nelson |
|
Title: |
Chairman and Chief Executive Officer |
|
Date: |
November 12, 2026 |
|
By: |
/s/ Ted Warner |
|
Name: |
Ted Warner |
|
Title: |
President and Chief Financial Officer |
|
Date: |
November 12, 2026 |
|
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