[8-K] New ERA Energy & Digital, Inc. Reports Material Event

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. (NUAI) entered a material land option on November 5, 2025, securing rights to approximately 3,500 acres in Lea County, New Mexico for a planned large-scale AI data center campus. The initial option period is two years, and the company paid consideration of $200,000 for the option. This agreement provides site control for potential development; construction and project scope would follow separate decisions and agreements. The full contract is filed as Exhibit 10.1.

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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 5, 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

n/a

(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 5, 2025, New Era Energy & Digital, Inc. entered into a land option purchase agreement for approximately 3,500 acres in Lea County, New Mexico for the development of a large-scale AI data center campus. The initial option period is two years and the consideration paid was two hundred thousand dollars ($200,000).

The foregoing summary of the agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Land Option Purchase Agreement dated as of November 5, 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 12, 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 did NUAI announce in its 8-K?

The company entered a land option purchase agreement for about 3,500 acres in Lea County, New Mexico to support a proposed AI data center campus.

How much did NUAI pay for the land option?

NUAI paid $200,000 as consideration for the initial two-year option period.

What is the duration of the initial option period?

The initial option period is two years from November 5, 2025.

Where is the land located?

The land is in Lea County, New Mexico.

Does the agreement commit NUAI to build the data center?

No. It secures an option on the land; development would require separate decisions and agreements.

Where can I find the full agreement details?

The Land Option Purchase Agreement is filed as Exhibit 10.1.