New Era Energy & Digital (NUAI) details 2025 shareholder meeting quorum

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. issued Supplement No. 1 to its November 20, 2025 proxy statement to clarify quorum requirements for its annual meeting of stockholders on December 16, 2025 at 10:00 a.m., Eastern Time.

The supplement explains that a quorum is reached when stockholders representing one-third (33.4%) of the common shares issued, outstanding, and entitled to vote are present. As of the record date, 53,449,171 shares may be voted, so 17,852,023 shares are required for a quorum.

Stockholders can participate in the meeting by teleconference using U.S. and international dial-in numbers with a conference ID, or via a webcast link, and may contact the company or its proxy solicitor for assistance with voting.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

December 9, 2025

Date of Report (Date of earliest event reported)

NEW ERA ENERGY & DIGITAL, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-42433		99-3749880
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

4501 Santa Rosa Dr. Midland, TX		79707
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (432) 695-6997

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		NEHC		The Nasdaq Stock Market LLC
Warrants		NEHCW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

NEW ERA ENERGY & DIGITAL, INC.
4501 Santa Rosa Drive
Midland, TX 79707

SUPPLEMENT NO. 1 DATED DECEMBER 9, 2025

TO

PROXY STATEMENT

DATED NOVEMBER 20, 2025

Annual Meeting of Stockholders
To Be Held on December 16, 2025

INTRODUCTION

Shareholders recently received proxy materials for the New Era Energy & Digital annual meeting of stockholders to be held on Tuesday, December 16, 2025 at 10:00 a.m., Eastern Time. This supplement to the proxy statement contains additional information regarding the quorum requirements of the annual meeting that supplements the proxy statement. We urge you to read this supplement, together with the proxy statement previously sent to you carefully and in its entirety.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. Stockholders representing one-third (33.4%) of the shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum. Proxies received but marked as abstentions or treated as broker non-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting. As of the Record Date, there are a total of 53,449,171 shares that may be voted on each matter that may come before the Annual Meeting. The quorum is therefore 17,852,023 shares.

Any stockholder may participate in the Annual Meeting via teleconference using the following dial-in information:

Telephone access:
Within the U.S. and Canada: 1 (800) 450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 7150382#

Webcast: https://www.cstproxy.com/neweraenergydigital/2025

If you have any questions or need assistance voting your shares, please call us at (432) 695-6997 or our proxy solicitor, Advantage Proxy, at 877-870-8565.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 9, 2025

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

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FAQ

When is New Era Energy & Digital's 2025 annual meeting of stockholders?

The annual meeting of New Era Energy & Digital, Inc. is scheduled for Tuesday, December 16, 2025 at 10:00 a.m., Eastern Time.

What quorum is required for New Era Energy & Digital's 2025 annual meeting?

A quorum is reached when stockholders representing one-third (33.4%) of the shares of Common Stock issued and outstanding and entitled to vote are present at the meeting.

How many shares are entitled to vote and how many are needed for a quorum?

As of the record date, 53,449,171 shares may be voted on each matter at the annual meeting, and the quorum requirement is 17,852,023 shares.

How can New Era Energy & Digital stockholders attend the 2025 annual meeting remotely?

Stockholders may join by teleconference within the U.S. and Canada at 1 (800) 450-7155, outside the U.S. and Canada at +1 857-999-9155, using conference ID 7150382#, or via webcast at https://www.cstproxy.com/neweraenergydigital/2025.

Who can stockholders contact with questions about voting their New Era Energy & Digital shares?

Stockholders can call the company at (432) 695-6997 or its proxy solicitor, Advantage Proxy, at 877-870-8565 for assistance with voting.

What is the purpose of Supplement No. 1 to the 2025 proxy statement?

Supplement No. 1, dated December 9, 2025, provides additional information about the quorum requirements for the annual meeting and is meant to be read together with the original proxy statement dated November 20, 2025.