NUAI joint venture to add 203 acres for Texas AI/HPC campus

Rhea-AI Filing Summary

New Era Energy & Digital Inc. (NUAI), through its joint venture Texas Critical Data Centers LLC with Sharon AI, agreed on November 21, 2025 to purchase approximately 203 acres in Ector County, Texas from Odessa Industrial Development Corporation. The land will expand the joint venture’s development footprint to 438 acres for a planned multi-phase, multi-gigawatt artificial intelligence and high-performance computing campus.

The total base purchase price is $5,075,000, with the final price to be set at $25,000 per acre based on the survey. Closing of the transaction is expected in late December 2025. New Era also issued a press release on November 24, 2025 describing the entry into this agreement.

Insights

Technology infrastructure & real assets analyst

NUAI commits about $5.1M to expand AI/HPC campus land in Texas.

New Era Energy & Digital, via its Texas Critical Data Centers joint venture with Sharon AI, agreed to buy roughly 203 acres in Ector County, Texas. This increases the development footprint to 438 acres for a multi-phase, multi-gigawatt AI and high-performance computing campus, signaling a focus on large-scale infrastructure build-out.

The base purchase price is $5,075,000, with the final amount set at $25,000 per acre after a survey, and closing is expected in late December 2025. The agreement itself does not describe funding sources, construction costs, or revenue plans, so the long-term financial effect will depend on how and when the expanded site is developed and commercialized.

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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

November 21, 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		NUAI		The Nasdaq Stock Market LLC
Warrants		NUAIW		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 1.01 Entry into a Material Definitive Agreement

On November 21, 2025, Texas Critical Data Centers LLC (“TCDC”), a joint venture between New Era Energy & Digital Inc. (“New Era” or the “Company”), and Sharon AI, Inc., executed a purchase agreement (the “Agreement”) with Odessa Industrial Development Corporation d/b/a Grow Odessa, a Texas nonprofit corporation, with respect to the purchase by TCDC of approximately 203 acres in Ector County, Texas, expanding TCDC’s existing development footprint to a total of 438 acres, for a multi-phase, multi-gigawatt artificial intelligence (AI) and high-performance computing (HPC) campus. The total base purchase price is Five Million Seventy-Five Thousand and No/100 Dollars ($5,075,000.00); provided, however, that the purchase price shall be adjusted based upon the completion of a survey such that the final purchase price shall be calculated as the product of (x) the number of acres comprising the property as shown on the survey, times (y) Twenty-Five Thousand Dollars ($25,000.00). Closing is expected to take place in late December 2025.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On November 24, 2025, the Company issued a press release announcing that on November 21, 2025 TCDC entered into the Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information included in this Item 7.01 of this Current Report, including the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Purchase Agreement, dated November 21, 2025.
99.1		Press release dated November 24, 2025
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

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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: November 24, 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

What agreement did New Era Energy & Digital Inc. (NUAI) announce on November 21, 2025?

On November 21, 2025, New Era Energy & Digital Inc., through its joint venture Texas Critical Data Centers LLC with Sharon AI, executed a purchase agreement to acquire land in Ector County, Texas from Odessa Industrial Development Corporation.

How much land is NUAIs joint venture buying and for what purpose?

The joint venture agreed to purchase approximately 203 acres in Ector County, Texas. This will expand its total development footprint to 438 acres for a multi-phase, multi-gigawatt AI and high-performance computing campus.

What is the purchase price for the Texas land in NUAIs agreement?

The total base purchase price is $5,075,000. The final price will be calculated as the number of acres shown on the survey multiplied by $25,000 per acre.

When is the land purchase by New Era Energy & Digital expected to close?

Closing of the land purchase transaction is expected to take place in late December 2025, according to the agreement.

Who are the parties involved in NUAIs Texas land purchase agreement?

The agreement is between Texas Critical Data Centers LLC (a joint venture between New Era Energy & Digital Inc. and Sharon AI, Inc.) and Odessa Industrial Development Corporation d/b/a Grow Odessa, a Texas nonprofit corporation.

Did New Era Energy & Digital issue a press release about the land purchase?

Yes. On November 24, 2025, New Era Energy & Digital issued a press release announcing that Texas Critical Data Centers LLC had entered into the land purchase agreement on November 21, 2025.