New Era Energy & Digital (NUAI) details 8 GW AI data center plan and capital structure
Rhea-AI Filing Summary
New Era Energy & Digital, Inc. furnished an investor presentation describing its strategy to build large-scale AI and high-performance computing data center campuses. The flagship Texas Critical Data Centers campus targets more than 1 GW of capacity, with an additional New Mexico site bringing estimated total planned capacity to about 8 GW.
The company highlights its ATOM modular data center platform, designed for high-density AI workloads, hybrid liquid cooling and petabit-scale networking. A GP/LP project financing model is outlined, with New Era as sponsor and institutional partners providing most capital at the SPV level.
The presentation notes fully diluted shares outstanding of 82,333,225, including 56,775,187 total common shares as of March 8, 2026, executive equity awards, warrants and convertible debt linked to the acquisition of the remaining 50% of its TCDC interest from SharonAI for an agreed aggregate purchase price of $70 million in cash, equity and a senior secured convertible note.
Positive
- Consolidation of flagship asset and multi‑GW growth plan: New Era completed the acquisition of the remaining 50% of its Texas Critical Data Centers interest from SharonAI as part of a $70 million consideration package, while outlining an estimated 8+ GW multi‑campus AI data center platform.
Negative
- Meaningful potential dilution from equity‑linked securities: The presentation shows 82,333,225 fully diluted shares outstanding versus 56,775,187 total common shares as of March 8, 2026, reflecting substantial options, RSUs, warrants and convertible debt that may increase the future share count.
Insights
New Era outlines a multi‑GW AI data center plan funded mainly through project‑level capital and significant equity-linked instruments.
New Era positions itself as a developer of AI-focused data center campuses, with its Texas Critical Data Centers site targeting over 1 GW and a New Mexico campus bringing estimated total planned capacity to about 8 GW. The ATOM modular platform and behind‑the‑meter power strategy aim to serve hyperscale AI customers with high-density, power-secure infrastructure.
The GP/LP framework channels most capital into project SPVs, where institutional partners act as limited partners and New Era serves as general partner, earning development and management fees. This can limit corporate-level leverage but concentrates value in asset vehicles that must secure tenants and financing.
On the equity side, the presentation details 56,775,187 total common shares as of March 8, 2026 and 82,333,225 fully diluted shares outstanding once options, RSUs, PSUs, warrants and convertible debt are included. The $70 million consideration structure for acquiring the remaining 50% of TCDC, including a senior secured convertible note maturing on June 30, 2026, introduces both funding flexibility and potential dilution depending on conversion and future pricing.
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Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01 in its entirety is a copy of a presentation to be presented by New Era Energy & Digital, Inc. (the “Company”) at meetings with current and potential investors.
The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 99.1 | Presentation by the Company to current and potential investors. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
1
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: March 17, 2026
| NEW ERA ENERGY & DIGITAL, INC. | ||
| By: | /s/ E. Will Gray II | |
| Name: | E. Will Gray II | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
March 17, 2026 Fourth Quarter FY2025 Business Update Investor Presentation
Disclaimer and Forward - Looking Statements No Offer or Solicitation This presentation (this “Presentation”) has been prepared to assist interested parties in making their own evaluation of New Era Energy & Digital, Inc., a Nevada corporation (“New Era” or the “Company”), its projects and prospects. This Presentation is proprietary and may not be reproduced or otherwise disseminated, in whole or in part, without the prior writt en consent of New Era. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any sec uri ty of the Company, or its affiliates. No such offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Investment in any securities described he rein has not been approved or disapproved by the S e curities and Exchange Commission or any other regulatory authority nor has any authority passed upon or endorsed the merits of the offering or the accuracy or adequacy of the informa tio n contained herein. Any representation to the contrary is a criminal offense. Use of Projections This Presentation contains projected financial information with respect to the Company. Such projected financial information con stitutes forward - looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherent ly uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See “Forward - Looking Statements” below. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be ac hie ved. The Company’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to any projections for the purpose of their inclusion in this Presentation and, accordingly, they have not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. No Representation or Warranties All information is provided “AS IS” and no representations or warranties, of any kind, express or implied are given in, or in re spect of, this Presentation. To the fullest extent permitted by law in no circumstances will the Company or any of its subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be resp ons ible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, it s contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or oth erwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes. The Company has not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of the Company. Viewers of this Presentation should each make their own evaluation of the company and of the relevance and adequacy of the information and should make such other in vestigations as they deem necessary. Industry and Market Data In this Presentation, the Company relies on and refers to certain information and statistics regarding the markets and indust rie s in which the Company competes. Such information and statistics are based on the Company’s management’s estimates and/or obtained from third - party sources, including reports by market research firms and company filings. While the Co mpany believes such third - party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. The Company has not independently verified the accuracy or completeness of the inf orm ation provided by the third - party sources. The Company expressly disclaims any responsibility or liability for any damages or losses in connection with the use of such information herein. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the propert y o f their respective owners, and the Company’s use thereof does not imply an affiliation with, or endorsement by, the owners of such trademarks, service marks, trade names and copyrights. Solely for convenience, some of the trademarks, ser vic e marks, trade names and copyrights referred to in this Presentation may be listed without the TM, © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to thes e t rademarks, service marks, trade names and copyrights. Forward - Looking Statements This Presentation contains “forward - looking statements.” Forward - looking statements reflect the current view about future events . When used in this Presentation, 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 letter relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward - looking statements are based on our current ex pectations 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 the refore 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: our ability to construct, develop , lease and maintain our flagship project; our ability to access adequate project financing, commercial borrowings and debt and equity capital markets to fund our significant anticipated capital expenditures; the impact of supply chain disrupti ons , labor availability, raw materials and input commodity costs and availability, and manufacturing and transportation; general business and economic conditions; environmental history, remediation, and associated risks; our ability to obtain and re new leases with our tenants on terms favorable to us, and manage our growth, business, financial results and results of operations; our ability to respond to price fluctuations and rapidly changing technology; the impact of tariffs and global tr ade disruptions on us and our tenants; changes in political conditions, geopolitical turmoil, political instability, civil disturbances, and restrictive governmental actions; the degree and nature of our competition; our failure to generate suffici ent cash flows to service indebtedness; our expectations regarding the anticipated timeline of our cash, cash equivalents and short - term investments, future financial performance and our ability to continue as a going concern; material negative chang es in the creditworthiness and the ability of our tenants to meet their contractual obligations; increases and volatility in interest rates; increased power, labor, equipment procurement, shipping, refurbishment or construction costs; a failure of ou r information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; our inability to obtain and/or maintain necessary government or other re qui red consents or permits; changes in, or the failure or inability to comply with, local, state, federal and applicable international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real propert y t ax rates; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us; and other fac tor s (including the risks contained in the “Risk Factors” section of our Annual Report on Form 10 - K for the fiscal year ended Decembe r 31, 2025). 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 . F actors 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 requir ed 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. Nasdaq: NUAI | newerainfra.ai 2
Charlie Nelson President & Chief Operating Officer Nasdaq: NUAI | newerainfra.ai 3 ● Infrastructure developer with experience building and scaling large energy and industrial platforms ● Background across pipelines, gas processing, power, terminals, fuels and chemicals ● Led development and commercialization of energy transition technologies ● Oversaw more than $1B in infrastructure projects, including the largest sustainable jet fuel offtake deal ● Experienced energy executive with leadership roles across exploration, development and operations ● Former CEO of Cross Border Resources and Dala Petroleum ● Previously Executive VP of Resaca Exploitation and President of WS Oil & Gas ● Since 2005 has managed development of 950+ wells across New Mexico, Texas and Oklahoma E. Will Gray II Chairman & Chief Executive Officer Today’s Presenters Ted Warner Chief Financial Officer ● 20 years infrastructure & energy capital markets ● Former Head of Energy, Power & Digital Infrastructure, Northland ● Led >$7B data center infrastructure financing ● Structured capital solutions for AI/HPC infrastructure
Industry Landscape and Growth Drivers A Structurally Undersupplied Market ● Rapid growth in AI and high - performance compute driving unprecedented demand ● Scarcity of power - secured, deliverable hyperscale capacity ● Long development timelines and grid constraints favor behind - the - meter solutions ● Hyperscalers prioritizing speed, certainty, and scale over traditional colocation ● Flagship asset : Texas Critical Data Center (“ TCDC ”), Permian Basin (1+ GW campus, 438 acres owned + 54 acres pending) ● Proposed replicable campus model across new geographies ● State - of - the - art modular designs with high speed - to - market and technological flexibility Hyperscaler Demand Rapidly Outgrowing Power Supply New Era’s Unique Position in the Market 2023 2030 Expected to Quadruple by 2030 Global Demand for Data Center Capacity 298% growth 2024 2025 2026 2027 2028 Expected to Accelerate as Demand Grows Investment Momentum: Global Annual Data Center IT Capex 1 Hyperscalers are projected to invest over $350B in data center capex in 2025 $349B $464B $571B $693B $800B Global Demand for Data Center Capacity Source: Gartner reports; IDC reports; Nvidia capital markets reports; McKinsey Data Center Demand Mode Investment Momentum: Global Annual Data Center IT Capex 1 : Source: Dell’Oro Group. 1 Includes Cloud, Colocation, Telco, and Enterprise Context Nasdaq: NUAI | newerainfra.ai 4
Nasdaq: NUAI | newerainfra.ai 5 Differentiated Site Sourcing Multi - channel origination via BTM expertise, energy partnerships, and curated developer network; access to sites unavailable through traditional channels Coordinated Execution Ecosystem Factory - built modular components can dramatically reduce on - site labor, accelerate deployment, and ensure consistent quality; parallel workstreams across EPC and connectivity can eliminate single - point - of - failure risk Capital - efficient GP/LP Structure Lower balance sheet requirements vs. traditional development; GP land co - investment and building co - investment opportunities may drive near - term cash flow with compounding portfolio upside Repeatable Development Platform Standardized frameworks designed to enable rapid campus development; each successive project can strengthen the platform — improving speed, execution certainty, and delivery capability Company Playbook Designed for Accelerated Execution
Only Grid Model BTM + Grid Direct interconnection offers long - term capacity but requires longer lead - times Behind - the - meter powered - shell model aims to ensure power certainty and delivery speed. Grid Connectivity Grid pricing is subject to market dynamics and evolving rate structures Opportunity to expand into multi - GW campuses via secured power from price - certain resources Power Scope for significant delays from interconnection queues and ongoing regulatory uncertainty Phased, rapid deployment can provide near - term access to highly scalable energy Timeline Higher risk of disruptions due to grid power outages or scheduled maintenance Designed to support AI - scale infrastructure and power needs with greater control over uptime and cost Reliable Infrastructure Solving the Core Constraints of Hyper - scale AI Deployment Fully integrated power and infrastructure approach Strategic land location, regulatory, energy & connectivity advantages Sustainability and optional carbon capture & sequestration; environmental consideration Engineered to reduce tenant costs, ensure power security, leverage prime locations, and accelerate deployment with faster speed - to - market Nasdaq: NUAI | newerainfra.ai 6
DEVELOPMENT TIMELINE NUAI - Led Campus Development Identify and entitle sites with access to power, water, and fiber in desirable compute corridors. Land Site & Control Control of power availability and economics expected through BTM integration. Power Procurement Modular, repeatable campus designs aim to reduce delivery timelines and execution risk. Campus and Data Center Design Long - term NNN lease structures aim to create stable, infrastructure - style cash flows. Financing & Capital Structure Partner - led construction and modular fabrication can reduce on - site complexity and improve schedule certainty. Construction & Delivery Phased campus expansion expected to enable efficient scaling from hundreds - of - MW to multi - GW. Operations / Expansion Supported by platform - level delivery partnerships Nasdaq: NUAI | newerainfra.ai 7
Phase 2 Expansion, potential for 7+ GW Phase 1 2 GW Planned PHASE • Early development • Partnership with Last Energy for 1+ GW SMR development • Feasibility engineering underway • Early stage tenant planning underway • Natural gas power STATUS Location Outside City of Odessa, TX Ector County ( 492 acres ) Partners Ramboll, RK, et al. Power Natural gas Pipeline Access Enterprise, ONEOK, White Water Phase 2 450 MW, potential for 1+ GW Phase 1 200 MW PHASE • Utilizing Phase 1 design platform • Integration activities progressing toward final milestones • Applying for grid interconnection • Engineering and infrastructure integration nearing final stages, with contracting underway • Progressing to final investment decision • Expect to start construction in Q2 2026 STATUS Texas Critical Data Centers Campus (TCDC) Size 1+ GW New Mexico Campus Size 7+ GW Location Southeast New Mexico Lea County (3,500 acres) Partners Ramboll, RK, et al. Power Natural gas / Nuclear Pipeline Access Kinder Morgan (x2) Our Multi - Campus & GW Platform Estimated Total Capacity Size 8+ GW In Planning Under Development Nasdaq: NUAI | newerainfra.ai 8
Nasdaq: NUAI | newerainfra.ai • First major deployment of the NUAI development platform • 438 acres owned + 54 acre corridor pending (Ector County, Texas) • Permian Basin energy corridor • Adjacent to generation assets operated by Vistra and Calpine • Designed for phased expansion toward 1+ GW capacity Vistra Energy Calpine, Quail Run TCDC Additional 54 acres Access to existing energy infrastructure may accelerate development timelines and de - risk delivery — a critical advantage for hyperscalers demanding scalable, resilient power 9 TCDC: Our Flagship Campus TCDC 438 acres
Initial Development (200 MW): Phase 1 powered - shell deployment plans to leverage existing POI (point of interconnection) TCDC Power Development Pathway Integrated Power Development (+450 MW): P ower with physically diverse gas supply from three pipelines; turbines on order through Thunderhead partnership Campus Expansion (+350 MW): Phased, demand - driven potential expansion toward 1+ GW of total capacity through additional BTM generation and grid interconnection Nasdaq: NUAI | newerainfra.ai 10 Deep Dive Data Center Campus in the Permian Basin
Nasdaq: NUAI | newerainfra.ai 11 25 MW Base Deployment Unit Precision - engineered for medium to high - density inference and advanced cloud platforms ∞ Scalability Modular units stack side by side to reach desired capacity, scaling from 25MW to gigawatt - scale deployments 80% Modular Construction Factory - built components can dramatically reduce on - site labor, accelerate deployment, and ensure consistent quality The future of AI infrastructure 2026 Manufacturing Planned to Begin Expect engineering finalization and manufacturing partnerships secured 2027/8 First Sites Energized Expect initial deployments operational and serving production AI workloads Key Features 11 Fabricated by RK Mission Critical , a global provider of custom - engineered modular infrastructure, delivering scalable solutions for data, power, and mission - critical markets. Introducing: ATOM A Next - Generation Modular Data Center Platform
Nasdaq: NUAI | newerainfra.ai 12 Designed in collaboration with EYP & Ramboll Massive Portfolio EYP/Ramboll have designed more than 75 million square feet of data centers worldwide. Engineering Precision The combination of EYP/ Ramboll's design expertise and RK Mission Critical's manufacturing aims to ensure we meet exact engineering specifications. Unmatched Expertise EYP/Ramboll bring decades of data center design experience to the ATOM platform. Proven Track Record With nearly 65 years in business, RK Mission Critical has experience executing on complex data center projects, bringing unparalleled experience to our partnership. Delivery Guarantee This collaboration is expected to help us reliably deliver on our promises, backed by RK Mission Critical’s vertically integrated manufacturing capabilities. Dedicated Fabrication Capacity Our partnership with RK Mission Critical allows New Era to have qualified production capacity in their controlled manufacturing facilities, which helps to ensure consistent timely supply for our needs. World - class strategic partnerships across the full project lifecycle expected to enable faster scaling, broader expertise, and consistent quality from concept through deployment. Strategic partnership with RK Mission Critical Manufacturing Design & Engineering Delivery Ecosystem
Capital Structure Proven infrastructure development framework widely adopted across energy, real estate, and large - scale asset classes Isolates project - level risk while preserving parent - level optionality across a growing portfolio Enables flexible, project - specific capital formation with institutional partners Enhances overall financeability as the platform scales HoldCo (NUAI) OpCo (Project SPVs) SIMPLE, REPEATABLE, SCALABLE STRUCTURE All projects would be capitalized and managed individually, with cash returns flowing to NUAI as sponsor SPV 1: TCDC SPV N SPV 2: New Mexico . . . ● Each project wou ld be structured as an individual SPVs, receiving fees & distributions from each ● Would structure and manage tailored partnerships for each SPV ● Co - investment opportunities would be at the asset level Centralized developer, owner and asset manager Standalone structures with ring - fenced risk management & project specific partnerships ● Project SPVs would be designed around individual tenant’s needs ● Institutional capital would be raised through SPV - specific capital partners & structures ● Debt and Project risks would be ring - fenced in SPV Nasdaq: NUAI | newerainfra.ai 13 Building the Midstream Infrastructure of the AI Economy
Nasdaq: NUAI | newerainfra.ai 14 ● Large - scale AI infrastructure projects require institutional capital partnerships ● Projects would be financed primarily at the asset (project) level ● NUAI would act as sponsor and developer (General Partner – "GP") ● Institutional partners would provide most of the capital (Limited Partners – "LP") ● Structure is designed to scale while limiting parent - level dilution The GP Opportunity The GP contributes land as LP - side investments and can co - invest at LP economics — compounding upside across a growing portfolio while preserving ownership concentration with minimal parent - level dilution. NUAI General Partner (GP) · Sponsor & Developer Project Company (SPV) Institutional Investors Limited Partners (LP) · Provide majority of capital NUAI would receive dev. & mgmt. fees LPs would provide capital LPs would receive returns Project Financing
Nasdaq: NUAI | newerainfra.ai 15 JAN FEB MAR Closed acquisition of remaining 50% of TCDC from Sharon AI Announced appointment of Charlie Nelson as President and COO Announced strategic 54 - acre corridor LOI adjacent to TCDC Announced 450MW behind - the - meter generation plan Commercial arrangement with Thunderbird & Turbine - X Announced appointment of Ted Warner as Chief Financial Officer Key Milestones Achieved in 2026 LOI signed with RK
Nasdaq: NUAI | newerainfra.ai 16 Advancing site control and development readiness Progressing power development and interconnection planning Engineering and execution partner engagement Commercial discussions with potential customers Project - level financing partnerships Continued expansion of the development team Developer Owner Manager Near - Term Operational Priorities
www.newerainfra.ai Appendix For more information nuai@orangegroupadvisors.com Investor relations Lincoln Tan
Fully Diluted Shares Outstanding Nasdaq: NUAI | newerainfra.ai 18 Our Proposed Solution ● Single standardized platform — one proven design, engineered for consistent replication across sites ● Built - in flexibility and buffer margin to accommodate future hardware upgrades and density increases Industry Pain Point ● Skilled construction labor shortages and extended equipment lead times driving 18 – 24 - month timelines, unpredictable costs, and inconsistent delivery outcomes ● AI compute demand doubling approximately every six months while large - scale build complexity continues to increase Client Consensus ● Universal requirement for higher power density to support next - generation AI workloads ● Speed to market identified as the primary decision driver across client segments — not design customization The Case for Standardization
Liquid Cooling Percentage of heat load removed via direct - to - chip liquid cooling Nasdaq: NUAI | newerainfra.ai 19 Data Hall Footprint 200,000 sq ft Engineered to optimize the balance between performance, efficiency, and economics Server Capacity 2,500 racks Target Efficiency 1.2 - 1.5 PUE 60 - 80% 45 - 135 kW/rack Maximum rack density capability 98.5% Target Efficiency Electrical distribution efficiency ATOM by the Numbers
Nasdaq: NUAI | newerainfra.ai 20 Optional generators can be removed when used in conjunction with microgrids for higher density campus Designed for upgradability and flexibility Partnering with established modular manufacturers like RK Mission Critical to access dedicated, high - volume production capacity — compressing timelines through offsite fabrication and integrated multi - trade EPC delivery 20 A Flexible and Efficient Solution Growth Engine
Liquid Cooling GPU/CPU heat captured by micro - channel cold plates with dielectric fluid — removing heat directly at the source Air Cooling Networking, storage, and memory cooled with precision air handling — optimized for lower - density components Free Cooling Dry coolers operate on ambient air — achieving over 90% free cooling hours with zero water consumption Nasdaq: NUAI | newerainfra.ai 21 Direct - to - chip cold plates capturing heat at the source Hybrid liquid - air approach — best of both technologies 0.15 WUE (L/kWh), SOTA cooling efficiency Not incremental improvement — a fundamental reimagining of thermal management 70 - 80% 20 - 30% 90%+ Breakthrough Technology Hybrid Liquid Cooling
Designed for 10,000+ GPU clusters Modern AI training demands massive east - west bandwidth with ultra - low latency. ATOM’s network fabric is purpose - engineered for large - scale GPU clusters, delivering non - blocking petabit throughput with RDMA and InfiniBand support — infrastructure engineered to sustain the most demanding AI training operations at scale. Nasdaq: NUAI | newerainfra.ai 22 15 - 20% Energy Reduction Shorter piping runs reduce pumping energy compared to traditional horizontal distribution Mezzanine - Level MEP Infrastructure Conventional data centers place mechanical, electrical, and plumbing (“MEP”) systems adjacent to the data hall, wasting valuable space and creating inefficiencies. ATOM's revolutionary two - story design stacks MEP systems directly above the IT load — maximizing usable capacity and delivering structural advantages that traditional configurations cannot achieve. 10 - 20 Pbps Capacity Non - blocking spine layer total bandwidth — true petabit - scale infrastructure Zero - Downtime Maintenance All MEP servicing happens above — data hall operations never interrupted, which can ensure 99.999% uptime reliability Gravity - Assisted Flow Condensate return uses gravity, reducing pump requirements and energy consumption Optimal Distribution CDUs positioned directly above IT load for minimal pressure drop and maximum thermal efficiency Petabit - Scale Network 800G Per Port 32 - 64 spine switches in full mesh topology with 800 Gbps connectivity <1 μ s Latency Sub - microsecond switch latency with RDMA /InfiniBand HPC fabric for AI workloads Two - Story Architecture
Nasdaq: NUAI | newerainfra.ai 23 Advanced power architecture can dynamically optimize flow from diverse sources to meet real - time demand Intelligent load management — channeling surplus power to battery storage before grid return Excess capacity redirected to grid during low - demand periods, supporting broader stability Generation scaled to maintain optimal efficiency and minimize waste Natural Gas Generation Flexible dispatchable source Solar PV Renewable daytime generation Smart Substation Manages flow to Data Center Optional Nuclear Low - carbon base load supply Battery Storage Priority for excess energy Grid Connection Bidirectional export/import Integrated Power Architecture Intelligent Load & Grid Management Energy Infrastructure
Nasdaq: NUAI | newerainfra.ai 24 Grid + Gas + BESS + Renewables ATOM’s power strategy is designed not only to ensure reliability, but to establish a resilient, adaptable energy platform that mitigates risk, optimizes costs, and creates revenue opportunities. The multi - source approach aims to maintain consistent power availability while enabling participation in grid services markets. Responsible Infrastructure Sustainability Building for Communities, not just Capacity. Grid Independence We bring our own power generation to help minimize the impact on local electrical grids and communities Industry - Leading Water Efficiency Minimal water consumption compared to traditional data centers Community First Infrastructure that supports growth and aims to avoid burdening local resources Zero Emissions Power Aim to achieve zero emissions from natural gas through partnership with Zero Point Campus BESS Battery energy storage systems provide 2 - 4 hours full campus backup runtime Utility Feed 345+ kV high - voltage feed provides primary power with utility - grade reliability Power Generation Islands Independent power generation with 99.999% uptime reliability across the campus 24 Power Strategy Campus Integrated Power Generation
Design Reuse 80+% of engineering copies site - to - site, dramatically reducing design costs and accelerating deployment timelines Single BMS Platform Unified building management system across all sites — one training program, one operational playbook, consistent performance Proven Partners Tier - 1 vendors with global support networks and proven track records at massive scale Electrical Efficiency Campus BESS integration and 98%+ distribution efficiency across entire platform Liquid Cooling Standard Direct - to - chip technology — consistency across scale Common Vendor Stack Schneider, Vertiv, Arista — same platforms across all products for operational efficiency and volume pricing power ATOM establishes a unified design architecture, standardized across mechanical, electrical, and structural systems. Subsequent offerings can be efficiently adapted to address the full spectrum of AI and HPC requirements, leveraging shared vendor relati ons hips, operational knowledge, and repeatable deployment processes. Nasdaq: NUAI | newerainfra.ai 25 Modular Design Standardized Product Platform
26 Fully Diluted Convertible Debt Employee Options Restricted Stock Units Unexercised Warrants Shares Issued Shares Outstanding Security Class 53,449,171 - - - - 53,623,529 53,449,171 Common Stock As of 12/31/25 650,000 - 650,000 - - - - Employee Options 12,915,400 - - - 12,915,400 3,384,600 3,384,600 2026 Stock Warrants Exercised As of 3/8/26 ( 1) - - - - - 41,416 41,416 2026 Other Stock Issuances As of 3/8/26 ( 2) 5,750,000 - - - 5,750,000 - - Warrants – De - SPAC (Public Warrants) ( 3) 230,750 - - - 230,750 - - Warrants – De - SPAC (Private Warrants) ( 3) 56,775,187 - - - - 56,949,545 56,775,187 Total Common Stock As of 3/8/26 2,442,690 - - 2,442,690 - - - Executive RSU & PSU ( 4) 3,569,198 3,569,198 - - - - - Convertible Debt ( 5) 82,333,225 3,569,198 650,000 2,442,690 18,896,150 56,949,545 56,775,187 Total Fully Diluted Shares Outstanding Notes 1. Includes 3,284,600 warrants exercised by ATW AI Infrastructure II LLC (“ATW”) as of March 8, 2026. ATW has a total of 12,9 15, 400 unexercised warrants remaining, at an exercise price of $2.00 per share. In certain circumstances, ATW’s warrants may be exe rcised on a cashless basis. 2. Represents (a) 31,564 shares of common stock, par value $0.0001 (“common stock”), issued to a Company director on February 9, 2026 and (b) 9,852 shares of common stock issued to a Company employee on January 26, 2026 in connection with a net employee st ock option exercise. 3. Each of the Public Warrants and Private Warrants (the “Tradeable Warrants”) entitles the holder to purchase one share of o ur common stock at an exercise price of $11.50 per share, subject to customary adjustments. In certain circumstances, the Tradea ble Warrants may be exercised on a cashless basis. 4. Represents 1,221,345 restricted stock units (“RSUs”) that were issued to each of the Chief Executive Officer (“CEO”) and P res ident and Chief Operating Officer (“President & COO”) on January 28, 2026 as part of their respective compensation packages. The RSUs vest monthly over a four - year period. The CEO and President & COO were also each issued 3,664,036 performance stock units (“PSUs”) on January 28, 2026, which are not reflected in this table. 5. Pursuant to the membership interest purchase agreement with SharonAI, Inc. (“SharonAI”), the Company agreed to pay an aggr ega te purchase price of $70 million to SharonAI, which consists of: a. $10 million payable in cash; b. $10 million payable in equity securities before the earlier of (i) March 31, 2026 and (ii) the Company’s next equity finan cin g transaction; and c. $50 million payable in the form of a senior secured convertible promissory note (“convertible note”) which matures on June 30 , 2026. Based on a 30 - day VWAP of $5.6035 as of March 10, 2026, there are approximately 1.78 million shares of common stock issuable pur suant to 5(b), which are included in the table. SharonAI may convert 20% of the convertible note into shares of common stock at a conversion price equal to the 30 - day VWAP, and subject to a floor of 20% of the Nasdaq closing price. Based on a 30 - day VWAP of $5.6035 as of March 10, 2026, there are approx imately 1.78 million shares of common stock issuable upon conversion of the convertible note, which are included in the table in addition to the common stock issuable pursuant to 5(b).
Nasdaq: NUAI | newerainfra.ai 27 Site Survey
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FAQ
What is New Era Energy & Digital (NUAI) focusing on in this investor presentation?
How much total capacity does New Era Energy & Digital (NUAI) plan across its campuses?
What financing model does New Era Energy & Digital (NUAI) plan to use for its AI data center projects?
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