Every 424B that New Era Energy & Digital, Inc. (NUAI) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow NUAI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NUAI filings page.
New Era Energy & Digital, Inc. is registering 2,923,117 shares of common stock for resale by selling stockholders pursuant to registration rights agreements.
The resale prospectus covers shares held by Macquarie Equipment Capital, Inc. (including 400,208 shares underlying Macquarie warrants) and shares issued to Zachary Yi Zhou. The Company states it will not receive proceeds from these sales (except to the extent warrants are exercised for cash). The prospectus lists 101,290,928 shares outstanding as of May 14, 2026 and discloses 5,980,736 Tradeable Warrants outstanding as of May 14, 2026. Sales may occur from time to time at prevailing market prices or negotiated prices and will be conducted under the Plan of Distribution set forth in the prospectus.
New Era Energy & Digital, Inc. is registering 2,985,075 shares of common stock for resale by the selling stockholder, SharonAI, Inc., pursuant to a prospectus under a shelf registration. The Company states it will not receive any proceeds from sales by the selling stockholder. The registration arises from the Membership Interest Purchase Agreement dated January 16, 2026, under which the Company acquired the selling stockholder’s interest in TCDC.
New Era Energy & Digital, Inc. is offering 29,850,746 shares of common stock at a public offering price of $3.35 per share, for gross proceeds of approximately $100.0M (before underwriting discounts). The company expects net proceeds of about $93.4M to repay the $50.0M Convertible Note and for general corporate purposes. The offering increases shares outstanding to about 92,107,204 (pro forma assuming no over-allotment). The prospectus supplement also discloses: (i) the company’s acquisition of the remaining 50% interest in Texas Critical Data Centers LLC for an aggregate purchase price of $70.0M (part cash, part equity, part a Convertible Note), (ii) a senior secured term loan facility with Macquarie of up to $290.0M with associated warrants, and (iii) a federal securities class action filed April 1, 2026.
New Era Energy & Digital, Inc. is registering 8,560,000 shares of common stock for resale by a selling stockholder. These 8,560,000 shares underlying the Second Tranche Warrant are being registered for resale by ATW AI Infrastructure II LLC pursuant to registration rights and an amended waiver.
The Company is not selling any shares here and will receive no proceeds from resales; any cash proceeds from exercise of related Investor Warrants would be received by the Company. Shares outstanding were 56,775,187 as of March 9, 2026.
New Era Energy & Digital, Inc. files a prospectus supplement registering a Secondary Offering of 5,218,690 shares and a Primary Offering of 5,750,000 shares of Common Stock.
The supplement incorporates the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (filed March 12, 2026) and updates the previously effective prospectus. The cover also states last reported prices on March 12, 2026: Common Stock $4.92 per share and Tradeable Warrants $1.80 each. Shares outstanding were 56,775,187 as of March 9, 2026.
New Era Energy & Digital, Inc. updates its registration. The prospectus supplement registers 50,839,403 shares of Common Stock and also references 230,746 Private Warrants, and incorporates the Company’s Annual Report on Form 10-K filed on March 12, 2026 as a supplement to the Form S-1 prospectus.
The supplement ties the registration to the Company’s strategic pivot to digital infrastructure and data center development, discloses recent reserve and operational data for its Legacy Assets, and reports the last reported sales prices of Common Stock at $4.92 and Tradeable Warrants at $1.80 as of March 12, 2026. It also discloses a going concern qualification and material risks tied to execution, permitting, financing and a pending civil action in New Mexico.
New Era Energy & Digital, Inc. is registering 19,267,595 shares of common stock for resale by selling stockholders, plus 5,750,000 shares of common stock issuable upon exercise of its public tradeable warrants and 20,289 private tradeable warrants.
The company will not receive proceeds from selling stockholders’ resales, but may receive up to approximately $68.8 million if all tradeable warrants are exercised for cash at an exercise price of $11.50 per share. Based on a floor price of $0.87, up to 11,547,344 shares of common stock are issuable under a senior secured convertible note issued to SharonAI, Inc., and those shares are included in the registered resale amount.
New Era Energy & Digital describes a strategic pivot from legacy natural gas operations to developing power-advantaged AI data center campuses, initially focusing on its Texas Critical Data Centers project in the Permian Basin, designed for over 1 gigawatt of potential compute capacity.
New Era Energy & Digital, Inc. has an effective prospectus covering 50,839,403 shares of common stock and 230,746 private warrants, which this supplement updates with new deal information. The company has completed a $70,000,000 acquisition of SharonAI, Inc.’s 50% interest in Texas Critical Data Centers LLC, giving it full ownership of the data center business. Consideration includes $10,000,000 in cash, $10,000,000 in equity tied to the next financing, and a $50,000,000 senior secured convertible note maturing June 30, 2026 at 10% interest. Based on a $4.33 share price and a floor of $0.87, up to approximately 11.5 million shares could be issued on conversion, and First Tranche Warrant terms were reset to allow up to 5 million shares at a $2.00 exercise price.
New Era Energy & Digital is registering 5,218,690 existing shares for resale and 5,750,000 shares of common stock underlying public warrants. Alongside this mixed shelf update, the company completed the acquisition of SharonAI’s 50% interest in Texas Critical Data Centers LLC for a total of $70 million, paid as $10 million in cash, $10 million in equity issued in its next qualifying equity financing, and a $50 million senior secured convertible note. The note bears 10% annual interest, matures on June 30, 2026, and permits conversion of 20% of principal into common stock, with a floor price that implies a maximum of about 11.5 million shares based on a $4.33 closing price. A separate waiver with an institutional investor reduces certain warrant exercise prices to $2.00, increasing the maximum issuable shares under those warrants to 5 million and contemplates up to $60 million of future convertible preferred stock, subject to ownership caps and Nasdaq share limits.
New Era Energy & Digital, Inc. is registering 5,218,690 shares of common stock for resale and 5,750,000 shares of common stock issuable upon exercise of public warrants, and is updating that prospectus with its quarterly report for the period ended September 30, 2025. The company generated oil, natural gas and product revenue of $159,411 in the quarter and $694,980 for the first nine months of 2025, but reported a net loss of $5,783,173 for the quarter and $12,709,433 for the nine-month period as general and administrative and financing costs outweighed revenue. Cash and cash equivalents rose to $14,164,499, and total assets increased to $23,427,891, while stockholders’ equity improved to $12,940,969 from a deficit at year-end 2024. Management discloses that despite improved cash, reliance on an equity purchase facility and convertible notes, together with ongoing losses, creates substantial doubt about the company’s ability to continue as a going concern. As of November 13, 2025, 53,449,171 shares of common stock were outstanding.
New Era Energy & Digital, Inc. has updated its S-1 registration to reflect information in recent SEC filings covering 50,839,403 shares of common stock and 230,746 private warrants. The attached reports describe a shift in the company’s funding and operations. For the nine months ended September 30, 2025, New Era reported a net loss of $12,709,433 on revenues of $694,980, while cash and cash equivalents rose to $14,164,499 with working capital of $8,944,481. The 10-Q notes substantial doubt about the company’s ability to continue as a going concern due to dependence on external financing and prior share price declines.
The filings show that New Era terminated a Fourth Amended and Restated Equity Purchase Facility Agreement that had allowed sales of up to $1.0 billion of common stock, with no termination penalties, stating it is sufficiently capitalized and does not expect further sales under that facility. The company entered into a $4,000,000 secured promissory note as lender, obtained a land option for approximately 3,500 acres in New Mexico for a planned AI data center campus, and received notice that a long-term liquid helium sales contract will terminate, triggering a required payment of $2,382,255.55. Nasdaq confirmed on October 10, 2025 that New Era has cured a prior market value listing deficiency.
New Era Energy & Digital, Inc. (NUAI) filed a Rule 424(b)(3) prospectus registering two offerings: a resale of up to 5,218,690 shares of common stock by selling shareholders, and a primary offering of up to 5,750,000 shares of common stock issuable upon exercise of the publicly traded warrants. The company states it will receive cash proceeds only if the Tradeable Warrants are exercised for cash; selling shareholders receive any resale proceeds and pay their own selling commissions.
The resale is pursuant to an amended and restated registration rights agreement dated December 6, 2024. The Tradeable Warrants stem from the SPAC IPO and remained outstanding after the December 6, 2024 business combination. NUAI common stock trades on Nasdaq as “NUAI” and the warrants as “NUAIW.” On October 14, 2025, the last reported prices were $3.07 per share and $0.70 per warrant. Shares outstanding were 52,954,171 before this offering; the table shows 410,976,898 after this offering; this is a baseline figure, not the amount being offered.
New Era Energy & Digital, Inc. filed a prospectus supplement covering 50,839,403 shares of common stock and 230,746 Private Warrants. The supplement updates the base prospectus with two recent current reports.
The first update details steps taken regarding Nasdaq listing standards. Since June 30, 2025, the company issued and sold 17,266,344 shares for $13,813,206 under an equity purchase facility, saw holders convert $6,119,409 of senior secured convertible notes into 6,125,000 shares, and on October 1, 2025 repaid the remaining balance, obtaining a release of the related lien. The company states it believes it meets the Stockholders’ Equity Requirement, noting this is a preliminary, unaudited estimate.
The second update states that on October 10, 2025, Nasdaq notified the company it cured the market value of listed securities deficiency under Listing Rule 5450(b)(2)(A). The previously scheduled delisting hearing was cancelled, and the company’s securities continue to trade on Nasdaq under NUAI and NUAIW.