New Era Energy (NASDAQ: NUAI) targets 757MW Texas data campus

Q: How much power capacity is NUAI targeting at TCDC in Odessa, Texas?

NUAI is targeting about 757 MW of gross capacity at TCDC across Phases 1 and 2. Phase 1 is planned at 207 MW , while a standard air permit filed with TCEQ would support approximately 550 MW for Phase 2 in an islanded, behind-the-meter configuration.

Q: What liquidity and debt facilities did NUAI highlight in this update?

NUAI reported $84 in cash, cash equivalents and restricted cash as of June 30, 2026, and access to a Macquarie project-level facility of up to $290 million . Of that facility, $270 million remains undrawn, supporting TCDC Phase 1 equity and broader project funding.

Q: How many NUAI shares are outstanding and fully diluted after recent transactions?

As of August 10, 2026, NUAI has 106,559,339 common shares outstanding and 121,824,660 fully diluted shares. These figures incorporate recent offerings, warrant exercises, shares issued to partners, and equity awards to executives and employees.

Q: What recent equity offering did NUAI disclose and at what price?

NUAI disclosed issuing 34,328,357 shares of common stock in an underwritten offering led by Northland Securities. This included the underwriters’ option shares, and the stock was sold at an offering price of $3.35 per share.

Q: What is the status of NUAI’s planned Phase 1 power purchase agreement (PPA)?

NUAI stated that a Phase 1 power purchase agreement is in advanced negotiations . The contemplated structure would move the Phase 1 contractual power position directly into New Era’s name, giving it direct control over that phase’s power supply.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. is providing a business update on its Texas Critical Data Center (TCDC) project in Odessa, Texas. The company has secured key construction permits, including a Development Structure Permit and Drive Approach Permit, and received a Notice of Intent approval from TCEQ to begin grading, reducing site development risk. The TCDC campus now covers 493 acres, including a recently acquired 54-acre corridor.

Power capacity for TCDC Phases 1 and 2 has been expanded to about 757 MW, combining 207 MW in Phase 1 and a targeted 550 MW in Phase 2 under a standard air permit filed with TCEQ. A Phase 1 power purchase agreement is in advanced negotiations and would place the Phase 1 power position directly in New Era’s name, with both phases structured as islanded, behind-the-meter operations.

For funding, New Era reports $84 in cash, cash equivalents and restricted cash as of June 30, 2026, and access to a Macquarie project-level facility of up to $290 million, with $270 million undrawn. The company indicates Phase 1 equity is more than covered by existing liquidity and facility capacity and expects most project capital to be raised at the asset level. As of August 10, 2026, common shares outstanding total 106,559,339, with 121,824,660 fully diluted shares, reflecting recent equity offerings, warrant exercises and new awards.

Positive

Key construction permits for TCDC secured, reducing site development risk and enabling grading to commence, with 493 acres now under ownership.
Planned power capacity for TCDC Phases 1 and 2 increased to about 757 MW, enhancing potential scale of the Odessa data center campus.
Macquarie facility of up to $290 million with $270 million undrawn plus $84 cash supports Phase 1 equity needs and project funding flexibility.

Negative

Common shares outstanding increased to 106,559,339 and fully diluted shares to 121,824,660 as of August 10, 2026, reflecting substantial recent equity issuance and dilution.
Unexercised warrants total 9,416,958 plus 5,298,363 restricted stock units and 550,000 employee options, creating a meaningful future equity overhang.

Filing Explained

The disclosed $270 million facility is undrawn and discretionary, while 9,416,958 warrants and other instruments remain outside issued common shares.

This Form 8-K furnishes the company’s August 17 investor presentation under Item 7.01 Regulation FD; the presentation is furnished, not filed.

For funding, the company presents $270 million as undrawn under the Macquarie facility and expressly says it is not balance-sheet cash or an obligation to draw, so it represents financing availability rather than committed liquidity.

The capitalization table, as of August 10, 2026, lists 9,416,958 unexercised warrants, 5,298,363 restricted stock units and 550,000 employee options alongside issued common shares.

Those instruments are not common shares outstanding today; if additional shares are issued, the total share count would rise and existing holders’ percentage ownership would decline absent offsetting changes.

The financing remains conditional: the $30 million pre-lease tranche and $200 million delayed draw are subject to lender discretion, while the Phase 1 power purchase agreement and Phase 2 air permit remain at negotiation or filing stages.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Phase 1 capacity: 207 MW Phase 2 capacity target: 550 MW Combined Phase 1 & 2 capacity: 757 MW +5 more

8 metrics

Phase 1 capacity 207 MW Planned power capacity for TCDC Phase 1

Phase 2 capacity target 550 MW Capacity supported by standard TCEQ air permit filed for Phase 2

Combined Phase 1 & 2 capacity 757 MW Gross capacity for TCDC Phases 1 and 2 combined

Cash and equivalents $84 Cash, cash equivalents and restricted cash as of June 30, 2026

Macquarie facility size $290 million Total capacity of project-level facility with Macquarie

Macquarie facility undrawn $270 million Undrawn amount under Macquarie facility as described

Shares outstanding 106,559,339 Common shares outstanding as of August 10, 2026

Fully diluted shares 121,824,660 Fully diluted shares including warrants, RSUs and options as of August 10, 2026

Key Terms

power purchase agreement, behind-the-meter, restricted stock units, performance stock units, +2 more

6 terms

power purchase agreement financial

"Power purchase agreement (PPA) in advanced negotiations."

A power purchase agreement (PPA) is a long-term contract in which a buyer agrees to purchase electricity from a generator at an agreed price and schedule, similar to a multi-year subscription for power or a long-term lease of an energy source. Investors care because PPAs provide predictable revenue and cash flow for the generator, reduce market-price exposure, and shift credit and performance risk to the buyer, all of which affect valuation, financing and perceived investment stability.

behind-the-meter technical

"Phases 1 & 2 are islanded / BTM and do not require ERCOT interconnection"

Equipment or systems located on a customer’s side of the electricity meter—such as rooftop solar panels, battery storage, electric vehicle chargers, or energy controls—that generate, store, or manage power for use on-site rather than being supplied through the utility’s grid. Investors care because behind-the-meter assets change how much power a customer buys, can create new revenue or savings streams, affect demand patterns, and shift regulatory or business models in the energy market, much like a homeowner installing their own water tank reduces municipal supply needs.

restricted stock units financial

"represents an aggregate of 5,298,363 restricted stock units issued to our senior executive officers"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock units financial

"Our senior executive officers were also issued an aggregate of 9,649,418 performance stock units."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

fully diluted financial

"Total as of 8/10/2026 106,559,339 ... 121,824,660 Fully Diluted"

Fully diluted is the total number of a company's shares that would exist if every potential share from stock options, warrants, convertible debt and other claims were converted into common stock — like counting every reserved pizza slice as if everyone who could request one already had it. Investors use the fully diluted share count to see the realistic ownership picture and how those future claims could lower each shareholder’s percentage, earnings per share and implied valuation.

air permit regulatory

"Standard TCEQ air permit filed by a subsidiary of Thunderhead Energy Solutions"

An air permit is an official government permission that lets a factory, power plant, or other facility release specific amounts and types of air pollutants under set rules and limits — like a driver’s license for emissions. Investors care because the permit affects whether a facility can operate, grow, or change processes; it influences compliance costs, the risk of fines or shutdowns, and the timeline and expense of projects, all of which can alter a company’s value.

FAQ

What project milestones did NUAI report for its Texas Critical Data Center (TCDC)?

New Era Energy & Digital (NUAI) reported securing key construction permits for TCDC, including a Development Structure Permit and Drive Approach Permit, and approval to begin grading. The site now spans 493 acres, supporting phased development toward a large-scale data center campus.

How much power capacity is NUAI targeting at TCDC in Odessa, Texas?

NUAI is targeting about 757 MW of gross capacity at TCDC across Phases 1 and 2. Phase 1 is planned at 207 MW, while a standard air permit filed with TCEQ would support approximately 550 MW for Phase 2 in an islanded, behind-the-meter configuration.

What liquidity and debt facilities did NUAI highlight in this update?

NUAI reported $84 in cash, cash equivalents and restricted cash as of June 30, 2026, and access to a Macquarie project-level facility of up to $290 million. Of that facility, $270 million remains undrawn, supporting TCDC Phase 1 equity and broader project funding.

How many NUAI shares are outstanding and fully diluted after recent transactions?

As of August 10, 2026, NUAI has 106,559,339 common shares outstanding and 121,824,660 fully diluted shares. These figures incorporate recent offerings, warrant exercises, shares issued to partners, and equity awards to executives and employees.

What recent equity offering did NUAI disclose and at what price?

NUAI disclosed issuing 34,328,357 shares of common stock in an underwritten offering led by Northland Securities. This included the underwriters’ option shares, and the stock was sold at an offering price of $3.35 per share.

What is the status of NUAI’s planned Phase 1 power purchase agreement (PPA)?

NUAI stated that a Phase 1 power purchase agreement is in advanced negotiations. The contemplated structure would move the Phase 1 contractual power position directly into New Era’s name, giving it direct control over that phase’s power supply.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/17/2026 - 05:21 PM Accepted by SEC EDGAR 08/17/2026 - 05:20 PM

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

August 17, 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)

200 N. Loraine Street, Suite 1324 Midland, TX		79701
(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 7.01 Regulation FD Disclosure.

On August 17, 2026, New Era Energy & Digital, Inc. (“New Era”) published its investor presentation to the New Era investor relations website.

Furnished as Exhibit 99.1 hereto and incorporated by reference herein is the investor presentation. The information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of New Era under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Investor Presentation of New Era Energy & Digital Inc., August 17, 2026.

104		Cover Page Interactive Data File (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.

	NEW ERA ENERGY & DIGITAL, INC.

Date: August 17, 2026

	By:	/s/ Charles Nelson
	Name:	Charles Nelson
	Title:	Chief Executive Officer

Exhibit 99.1

August 17, 2026 Nasdaq: NUAI Second Quarter 2026 Business Update

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 written 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 security 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 herein has not been approved or disapproved by the Securities and Exchange Commission ("SEC") 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 information contained herein. Any representation to the contrary is a criminal offense. 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 respect 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 responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise 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 investigations 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 industries 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 Company 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 information 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 property of 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, service 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 these trademarks, 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 expectations 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 therefore 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 consummate a power purchase agreement; 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 disruptions, 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 renew 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 trade 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 sufficient 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 changes 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 our 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 required 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 property tax rates; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us; our ability to maintain an effective system of disclosure controls and procedures and internal control over financial reporting and operations; and other factors (including the risks contained in the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that was filed with the SEC on March 12, 2026, and in our Form 10-Q for the quarterly period ended June 30, 2026 that was filed with the SEC on August 14, 2026). 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. Factors 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 required 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

Executive Summary TCDC construction permits secured, with increased scale and greater control over power position Construction permits in hand Development Structure Permit approved Drive Approach Permit approved Phase 1 plat submitted Received approval of Notice of Intent with the TCEQ to commence grading Advanced negotiations for Phase 1 PPA Would give New Era direct control of Phase 1 power (PPA in New Era's name) Phases 1 & 2 capacity increased Standard air permit filed with TCEQ would support ~550 MW for Phase 2 Phases 1 & 2 would represent 757 MW gross capacity, up from ~650 MW People & Capability • Charlie Nelson appointed Chairman & CEO • Leadership expanded with hyperscaler and large-scale infrastructure experience Corporate & Funding • $84.8M cash¹ and $270M undrawn under the Macquarie facility • Phase 1 equity more than covered by existing cash¹ and available facility capacity 1. Cash, cash equivalents and restricted cash as of June 30, 2026. Nasdaq: NUAI | newerainfra.ai 3

Charlie Nelson Chairman & CEO Ted Warner President & CFO Execution Team Strengthened Prior Experience Prior Experience Andy Casazza Chief Corporate Officer Prior Experience E. Will Gray II President, Permian Prior Experience Jose Rodriguez Chief Operating Officer Prior Experience Evan Pierce Chief Development Officer Prior Experience Leadership team grown with hands-on hyperscaler expertise Nasdaq: NUAI | newerainfra.ai Michael Johnson General Counsel & Chief Compliance Officer Darin Rovell Chief Accounting Officer Prior Experience Prior Experience 4

Nasdaq: NUAI | newerainfra.ai 5 Building the Right Way in Texas NUAI's approach aligns with Governor Abbott's directive Supplementing Texas power Behind-the-meter gas Not dependent on constrained grid capacity Protecting water resources Closed-loop liquid cooling Reclaimed water prioritized Commitment to transparency Open engagement as state audit process advances Investing in communities Jobs and training opportunities Local programs in Odessa Unimpeded by Batch Zero delays Phases 1 and 2 are islanded / behind-the-meter

TCDC at a Glance ✓ 493 acres owned ✓ Odessa, Ector County (Permian Basin energy corridor) ✓ Phased expansion toward 1.4GW ✓ Adjacent to generation assets operated by Vistra and Calpine ✓ Active community engagement Access to existing energy, water and fiber infrastructure Nasdaq: NUAI | newerainfra.ai 6

Increased Power Capacity Finalizing direct control of Phase 1 power while expanding Phase 1 & 2 capacity to ~757 MW Phase 1 – PPA Power purchase agreement (PPA) in advanced negotiations. Moves the Phase 1 contractual power position directly to New Era Phase 2 – Air Permit Filed Standard TCEQ air permit filed by a subsidiary of Thunderhead Energy Solutions (Phase 2 power partner) Increase to 550 MW (previously 450 MW) reflects different generation equipment and emissions controls, allowing more capacity within the same ceiling Phases 1 & 2 are islanded / BTM and do not require ERCOT interconnection Nasdaq: NUAI | newerainfra.ai Phase 1 207 MW + Phase 2 550 MW = Combined ~757 MW 7

Development Workstreams Receipt of construction permits reduces site development risk Workstream What Moved During the Quarter Status Next Milestone Construction permits • Development Structure Permit approved • Drive Approach Permit approved • Received approval of Notice of Intent with the TCEQ to commence grading Complete Begin site grading in the coming weeks Phase 1 Plat • Submitted to the city of Odessa and Ector County Submitted Plat approval Land • Acquired the 54-acre corridor during the quarter; campus now 493 acres Complete - Air permit • Standard TCEQ air permit filed by a subsidiary of Thunderhead Energy Solutions (Phase 2 power partner) • Expedited permit review as application follows Texas state guidelines Submitted Air permit issued Operator surface waivers • Final surface waiver pending from a single leasehold operator Ongoing All waivers secured Pipeline removal & reclamation • 22 abandoned pipelines across 12 rights-of-way removed Ongoing Required works complete Nasdaq: NUAI | newerainfra.ai 8

Odessa and Ector County Nasdaq: NUAI | newerainfra.ai NUAI is developing TCDC with the community, not around it Community Commitments • Support for Odessa library programs • Funding after-school childcare for working families Local Stakeholder Engagement • Consistent engagement with Mayor, County Judge, Rotary Club and businesses • Led directly by the senior team Economic Opportunity • Job creation and training through construction and operations • Local procurement prioritized • Meaningful future contributor to local rate and tax base 9 Gathering with local business leaders

Phase 1 Commercialization Pathway Parallel workstreams, each required for Phase 1 construction Nasdaq: NUAI | newerainfra.ai Power Negotiating PPA Stream Joint Venture Ongoing discussions Customer Lease Ongoing end tenant negotiations Construction Phase 1 Permitting Ongoing 10

Disciplined TCDC Funding Strategy Macquarie Facility (Up to $290M, 3-Year Maturity) Term Loan A-1 $20M Drawn Term Loan A-2 $30M Available Pre-Lease1 Term Loan A-3 $40M Lender Discretion Delayed Draw $200M Lender Discretion $270M undrawn. Not balance sheet cash and not an obligation to draw What Funds What Parent-level liquidity Funds: Corporate liquidity, early development, Phase 1 equity contribution Sources: • $84.8M cash, cash equivalents and restricted cash2 • Macquarie Facility Project capital Funds: Construction and infrastructure capex Sources: • Raised primarily at asset level, post-lease execution • Targeting ~80% debt • Limits parent-level funding of multi-billion project capex Non-Dilutive Funding Strategies for TCDC and Beyond • Growing team and pipeline of opportunities; capital discipline maintained as key TCDC milestones are executed • Strong relationships with leading credit funds • Potential to support pre and post lease development, power contracts, land acquisition and long lead item procurement • Additional equipment finance opportunities, secured on key electrical and data center infrastructure Nasdaq: NUAI | newerainfra.ai 1. Tranche A-2 is available pre-lease at Macquarie's discretion to support TCDC development. 2. As of June 30, 2026. 11 Phase 1 equity more than covered; majority of project capital raised at the asset level

Additional Information

Nasdaq: NUAI | newerainfra.ai 13 1. Represents the issuance of 893,724 shares of common stock from April 1, 2026 through August 10, 2026 to Sharon AI in connection with the Company's purchase of the remaining 50% of Texas Critical Data Centers LLC. 2. Represents 34,328,357 shares of common stock issued in an underwritten offering led by Northland Securities, including the exercise of the underwriters' option to purchase an additional 4,477,611 shares. The shares were issued at a price per share of $3.35 per share. 3. Represents 1,000,520 shares of common stock issued to Macquarie Equipment Capital Inc. at a price per share of $5.00 in connection with the entry into the Company's term loan. 4. Represents the issuance of 1,522,389 shares of common stock Mr. Zachary Yi Zhou in connection with the conversion of the Company's Amended and Restated Promissory Note upon consummation of the Company's underwritten offering. 5. Includes 7,490,000 warrants exercised by ATW AI Infrastructure II LLC ("ATW") April 1, 2026 through August 10, 2026. ATW has a total of 3,036,000 unexercised warrants remaining, at an exercise price of $2.00 per share. In certain circumstances, ATW's warrants may be exercised on a cashless basis. 6. Each of the Public Warrants and Private Warrants (the "Tradeable Warrants") entitles the holder to purchase one share of our common stock at an exercise price of $11.50 per share, subject to customary adjustments. In certain circumstances, the Tradeable Warrants may be exercised on a cashless basis. 7. Each warrant entitles Macquarie to purchase one share of our common stock at an exercise price of approximately $5.00 per share, subject to customary adjustments. 8. Represents 68,411 shares of common stock, par value $0.0001 ("common stock"), issued to a Company executives and employees in connection with net settlements of awards and as other forms of compensation from April 1, 2026 through August 10, 2026. 9. Represents an aggregate of 5,298,363 restricted stock units issued to our senior executive officers as part of their respective compensation packages. Our senior executive officers were also issued an aggregate of 9,649,418 performance stock units. Security Class Shares Outstanding Shares Issued Unexercised Warrants Restricted Stock Units Employee Options Fully Diluted Common Stock as of 3/31/2026 61,255,938 61,430,296 - - - 61,255,938 Sharon AI Payoff (1) 893,724 893,724 - - - 893,724 CMPO Registered Equity Offering (2) 34,328,357 34,328,357 - - - 34,328,357 Macquarie Equity Investment (3) 1,000,520 1,000,520 - - - 1,000,520 Bridge Loan Conversion - Zach Zhou (4) 1,522,389 1,522,389 - - - 1,522,389 First and Second Tranche Warrants (Investor Warrants) (5) 7,490,000 7,490,000 3,036,000 - - 10,526,000 Warrants – De-SPAC (Public Warrants) (6) - - 5,750,000 - - 5,750,000 Warrants – De-SPAC (Private Warrants) (6) - - 230,750 - - 230,750 Macquarie Warrants (7) - - 400,208 - - 400,208 Employee Options (8) 68,411 68,411 - - 550,000 618,411 Executive RSU & PSU (9) - - - 5,298,363 - 5,298,363 Total as of 8/10/2026 106,559,339 106,733,697 9,416,958 5,298,363 550,000 121,824,660 Fully Diluted Shares Outstanding

Partner Role Development and operating capability Apollo platform company Up to $290m project-level facility $5m equity issued at $5.00 per share Energy storage solution CO2 battery technology Design, architecture, engineering BTM power partner (TCDC Phase 2) Design and engineering Modular manufacturing 14 Nasdaq: NUAI | newerainfra.ai NUAI is now advancing TCDC alongside leading counterparties already trusted by hyperscalers Institutional-Grade Partners

Nasdaq: NUAI | newerainfra.ai 15 Site Survey

Nasdaq: NUAI | newerainfra.ai 16 Proposed Design Renderings

Nasdaq: NUAI | newerainfra.ai 17 Proposed Design Renderings

www.newerainfra.ai www.newerainfra.ai Thank You For more information nuai@orangegroupadvisors.com nuai@orangegroupadvisors.com Investor relations Lincoln Tan

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 INVESTOR PRESENTATION OF NEW ERA ENERGY & DIGITAL INC., AUGUST 17, 2026 32.3 KB