New Era Energy & Digital updates business risks

Accepted by SEC EDGAR 01/29/2026 - 06:19 AM EST

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Form Type

8-K

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. filed a current report describing that, in connection with its previously announced strategic pivot away from legacy natural gas operations, it is focusing on owning and developing next-generation digital infrastructure and integrated power assets. To align its public reporting with this shift, the company is providing updated business and risk factor disclosures, which are included as Exhibits 99.1 and 99.2 and incorporated by reference into this report.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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What did New Era Energy & Digital (NUAI) disclose in this 8-K?

New Era Energy & Digital filed an 8-K to provide updated business and risk factor disclosures. These updates reflect the company’s strategic pivot and are furnished as Exhibits 99.1 and 99.2, which are incorporated by reference into the filing.

What strategic pivot is New Era Energy & Digital (NUAI) pursuing?

The company is pivoting from its legacy natural gas operations toward owning and developing next-generation digital infrastructure and integrated power assets. The updated business description in Exhibit 99.1 is intended to align its public disclosures with this new strategic direction.

Where can investors find the updated business description for NUAI?

Investors can find the updated business description for New Era Energy & Digital in Exhibit 99.1 to the 8-K. The exhibit is specifically identified as “Business Description” and is incorporated by reference into the current report.

What new risk factor information did NUAI provide?

New Era Energy & Digital provided updated risk factor disclosures in Exhibit 99.2 to the 8-K. This exhibit, labeled “Risk Factors,” is intended to update and supplement risk factor information contained in the company’s prior public filings.

Why did New Era Energy & Digital update its disclosures now?

The company updated its business and risk factor disclosures to reflect its previously announced strategic pivot. By filing these updates as Exhibits 99.1 and 99.2, New Era Energy & Digital is aligning its public filings with its current operational focus.

Does the NUAI 8-K include any financial statements or transaction details?

The 8-K centers on updated narrative disclosures rather than new financial statements or specific transactions. It lists Exhibits 99.1 and 99.2 for business and risk factors, plus Exhibit 104 for the cover page interactive data file.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

January 28, 2026

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 8.01 Other Information.

In connection with New Era Energy & Digital, Inc.’s (the “Company”) previously announced strategic pivot from its legacy natural gas operations to owning and developing next-generation digital infrastructure and integrated power assets, the Company is filing certain updated business and risk factor disclosures for the purpose of updating the disclosures contained in the Company’s prior public filings. The updated business description and risk factors are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Business Description.
99.2		Risk Factors.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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: January 29, 2026

	NEW ERA ENERGY & DIGITAL, INC.

	By:	/s/ E. Will Gray II
	Name:	E. Will Gray II
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR