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New ERA Energy & Digital: up to 207 MW contracted

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Form Type
8-K

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. (NUAI) reported its Q3 2026 business update, including up to 207 MW of contracted power for Texas Critical Data Centers (TCDC) Phase 1 under a 20-year PPA with Luminant. Power availability is expected in Q3 2027, with delivery from adjacent generation expected by the end of 2027. The company posted $118 million of cash collateral for the PPA letter of credit and is in advanced negotiations on Phase 1 lease documentation under a non-binding LOI covering Phases 1 and 2.

New Era linked a $64 million PIPE to repayment of Macquarie Facility borrowings used to fund part of the collateral. As of October 31, 2026, total cash was $187 million, including $138 million restricted and $49 million unrestricted, and outstanding debt was $20 million. The company also retained an up to $200 million post-lease financing option with Macquarie. Phase 2 plans call for about 550 MW of behind-the-meter gas generation; a standard TCEQ air-permit application was filed, and turbine delivery is expected in Q4 2027–Q1 2028.

1 point · 1 major

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Positive

  • Major pointUp to 207 MW of Phase 1 power is contracted.

Negative

  • None.

Filing Explained

The presentation reports common shares outstanding of 106,490,928 on June 30, 2026 and 140,569,465 on November 6, 2026, alongside ATM and private-placement issuances. Its 157,120,663 fully diluted total also includes unexercised warrants and equity awards, not all issued shares; the completed issuances reduce existing holders’ ownership percentages absent offsets.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
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, or exhibit attachments filed with this report.
Contracted Phase 1 power Up to 207 MW TCDC Phase 1 PPA with Luminant
PPA letter-of-credit cash collateral $118 million Posted to support the PPA letter of credit
PIPE $64 million Linked to repayment of Macquarie Facility borrowings
Total cash $187 million As of October 31, 2026
Restricted cash $138 million As of October 31, 2026
Unrestricted cash $49 million As of October 31, 2026
Outstanding debt $20 million As of October 31, 2026
Post-lease financing option Up to $200 million With Macquarie
PPA financial
"20-year PPA with Luminant"
A PPA (Power Purchase Agreement) is a long-term contract in which a buyer agrees to purchase electricity from a specific generator at agreed prices and terms. Think of it like a multi-year subscription for power that locks in supply and cost, giving the seller steady revenue and the buyer predictable energy costs. Investors care because PPAs reduce revenue uncertainty, help projects get financed, and shift exposure to energy price or supply risks, affecting a company’s cash flow and valuation.
letter of credit financial
"cash collateral posted to support the PPA letter of credit"
A letter of credit is a bank’s written promise to pay a seller on behalf of a buyer once specified shipping or delivery documents are presented, acting like a guaranteed cashier’s check that only pays when the agreed conditions are met. Investors care because letters of credit reduce payment and counterparty risk, affect a company’s working capital and credit exposure, and can influence deal certainty in contracts, trade financing, and acquisitions.
registered private use network (PUN) technical
"Behind-the-meter: registered private use network (PUN)"
Batch Zero regulatory
"Not part of ERCOT’s Batch Zero process"
behind-the-meter technical
"planned behind-the-meter gas generation"
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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much power has NUAI contracted for TCDC Phase 1?

NUAI reported up to 207 MW of Phase 1 power contracted under a 20-year PPA with Luminant. Power availability is expected in Q3 2027, with delivery from adjacent generation expected by the end of 2027.

What cash and debt did NUAI report as of October 31, 2026?

NUAI reported $187 million in total cash, including $138 million restricted cash and $49 million unrestricted cash, and $20 million in outstanding debt as of October 31, 2026.

How many NUAI shares were outstanding as of November 6, 2026?

NUAI reported 140,569,465 shares outstanding as of November 6, 2026. Its reported fully diluted share count as of that date was 157,120,663.

At what price were NUAI's private-placement shares issued?

NUAI reported issuing 23,272,727 common shares in the private placement at $2.75 per share.

How much TCDC acreage does NUAI own or have under contract?

NUAI reported that TCDC includes 493 acres owned and an additional 99 acres under contract, with a deposit paid.

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 

 

November 12, 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 2.02 Results of Operations and Financial Condition.

 

On November 12, 2026, New Era Energy & Digital, Inc. (the “Company”) issued a press release announcing certain financial results. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information in this Current Report on Form 8-K under Item 2.02 and Exhibit 99.1 attached hereto 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 the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 7.01 Regulation FD.

 

On November 12, 2026, the Company published its investor presentation on the Company’s investor relations website. A copy of the investor presentation is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

 

The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

  

Exhibit No.   Description
99.1   Press Release, dated November 12, 2026.
99.2   Investor Presentation, dated November 12, 2026.
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 12, 2026

 

  NEW ERA ENERGY & DIGITAL, INC.
     
  By: /s/ Charles Nelson
  Name: Charles Nelson
  Title: Chief Executive Officer

 

2

 

 

Exhibit 99.1

 

 

New Era Energy & Digital Provides Business Update and Reports Q3 2026 Results

 

Up to 207 MW of firm, contracted power for TCDC Phase 1, with availability expected in Q3 2027

 

In advanced negotiations on the Phase 1 lease documentation under a non-binding LOI covering TCDC Phases 1 and 2

 

MIDLAND, Texas, November 12, 2026 (GLOBE NEWSWIRE) -- New Era Energy & Digital, Inc. (Nasdaq: NUAI) (“New Era” or the “Company”), a developer of next-generation digital infrastructure and integrated power assets, today provided a business update for the quarter ended September 30, 2026.

 

“Since our last quarterly update, we have contracted up to 207 MW of TCDC Phase 1 power, posted the required cash collateral and strengthened our balance sheet. With power availability expected in the third quarter of 2027, our focus is on our advanced negotiations for the Phase 1 lease and putting the financing and delivery arrangements in place,” said Charlie Nelson, Chairman and Chief Executive Officer of New Era.

 

“Responsible development has guided our approach from day one. That means designing power arrangements to avoid additional transmission costs for ratepayers, using water responsibly and giving local communities a voice. We want Texans to have a seat at the table and local residents and businesses to share in the opportunities TCDC creates.”

 

Recent Highlights

 

Texas Critical Data Centers LLC (“TCDC”) Leasing and Delivery

 

●Executed a 20-year power purchase agreement (“PPA”) with Luminant, ET Services Company, LLC, an affiliate of Vistra Corp, for a minimum of 200 MW and up to 207 MW of firm power. Power availability is expected in the third quarter of 2027, with initial ready-for-service targeted for the fourth quarter of 2027

 

●In advanced negotiations on the Phase 1 lease documentation under a non-binding LOI covering Phases 1 and 2 with the same prospective tenant

 

●Site preparation is underway and an additional 99 acres are under contract, alongside the existing 493 acres owned

 

Responsible Development in Texas

 

●Power and ratepayers: Phase 1 uses an existing registered, behind-the-meter private use network outside the Electric Reliability Council of Texas’ Batch Zero process. Phase 2 plans add new on-site generation to serve the additional demand directly. These arrangements are designed to avoid passing additional transmission costs on to other Texas ratepayers

 

●Water stewardship: TCDC’s design prioritizes closed-loop cooling to limit water consumption. The Company is evaluating reuse of water produced by Permian Basin oil and gas operations for cooling, with the potential to reduce freshwater demand and volumes sent to disposal wells

 

●Texans a seat at the table: Continuing direct engagement with local officials, businesses and community organizations in Odessa and Ector County, alongside efforts to support local employment and work with local suppliers and contractors

 

 

 

 

 

Financial Position

 

●Completed a $64 million PIPE to repay Macquarie borrowings used to fund a portion of the Phase 1 PPA cash collateral, and support TCDC leasing and development

 

●At October 31, 2026, total cash was $187 million, comprising $49 million of unrestricted cash and $138 million of restricted cash, including collateral supporting the PPA letter of credit

 

●Outstanding debt at October 31, 2026 was $20 million and was cash collateralized

 

●Retained the option for up to $200 million of post-lease financing under the Macquarie facility, subject to applicable financing conditions

 

TCDC Phases 2 and 3

 

●Phase 2 plans include approximately 550 MW of new behind-the-meter generation with Thunderhead Energy Solutions, with the air permit application filed

 

●Phase 3 remains in design

 

Business Update Call Details

 

Time and Date: 8:00 a.m. Eastern Time, Thursday, November 12, 2026

 

Access Option

  Registration Link
Live Webcast   Use this link
Phone Dial-In with Live Q&A   Use this link

 

A replay will be accessible shortly after the event on the Company’s investor relations website.

 

2

 

 

 

About New Era Energy & Digital, Inc.

 

New Era Energy & Digital is developing large-scale data centers across energy-rich U.S. markets to support AI training and inference workloads. New Era’s flagship project, Texas Critical Data Centers, is a 493-acre site located in the Permian Basin, with anticipated capacity scaling to over 1GW over time. New Era’s strategy is to combine large-acreage sites with flexible power solutions, including behind-the-meter power. New Era’s approach is a modular, phased data center deployment model, utilizing best-in-class water efficiency and self-generated power to minimize community impact and accelerate time-to-power for hyperscale, enterprise and edge operators.

 

For more information, visit: www.newerainfra.ai and follow New Era Energy & Digital on LinkedIn and X.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this press release, 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 press release 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 realize the anticipated benefits of the 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 ability to obtain and maintain credit support to secure contractual obligations on commercially reasonable terms or at all; 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, and in our Form 10-Q for the quarterly period ended September 30, 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.

 

For investor inquiries, please contact:

 

OG Advisory Group

Lincoln Tan

nuai@orangegroupadvisors.com

 

3

 

Exhibit 99.2

 

November 12 , 2026 Nasdaq: NUAI Third Quarter 2026 Business Update

 

 

Industry and Market Data In this Presentation, New Era Energy & Digital, Inc, ("New Era" or the "Company) relies on and refers to certain information and statistics regarding the markets and industries in which the Company competes . S uch 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 informat ion. 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 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, so me 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 applicabl e l aw, 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, id ent ify forward - looking statements. Such statements include, but are not limited to, statements contained in this presentation relating to our business strategy, our future operating results and liquidity and capital reso urc es 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 fu ture, 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. Th ey 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 c ause 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 reali ze the anticipated benefits of the 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 ; t he ability to obtain and maintain credit support to secure contractual obligations on commercially reasonable terms or at all; the impact of supply chain disruptions, labor availability, raw materials and input com modity 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 ou r t enants 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 an d g lobal 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 compet iti on; 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 ou r 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 p owe r, 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 se cur ity 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, feder al 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 li tigation 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, and in our Form 10 - Q for the quarterly period ended September 30, 2026). Should one or more of these risks or uncertai nties 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 ca use 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 Disclaimer and Forward - Looking Statements

 

 

Advancing TCDC Toward Commercial Delivery Nasdaq: NUAI | newerainfra.ai 3 Up to 207 MW contracted for TCDC Phase 1 20 - year PPA with Luminant, a subsidiary of Vistra Power delivery expected by the end of 2027 $118m cash collateral posted to support letter of credit Advanced Negotiations for TCDC lease Executed non - binding LOI shortly after PPA execution which covers Phase 1 for up to 207 MW and Phase 2 expansion for 550 MW In advanced negotiations for Phase 1 lease documentation with Phase 2 in drafting Strengthened financial position $64m PIPE to repay borrowings from Macquarie Facility used to fund a portion of the LC cash collateral $187m total cash and $20m debt as of 10/31/26 Up to $200m post - lease financing option retained with Macquarie Expanded technical team to support delivery End - to - end internal capabilities across development, engineering, construction and operations Recent hires bring hyperscale development, construction and operating experience Adding technical depth to support project planning and delivery

 

 

Nasdaq: NUAI | newerainfra.ai 4 Our Approach to Responsible Development in Texas Water stewardship Responsible use of local water resources Closed - loop liquid cooling d esigned to minimize water consumption Produced - water reuse e valuating its use for cooling, with the potential to reduce freshwater demand and volumes sent to disposal wells Texans a seat at the table Building with Odessa and Ector County Direct engagement with local officials, businesses and community organizations Local jobs and procurement | Supporting local employment opportunities and working with local suppliers where appropriate Power & ratepayers Not burdening ratepayers Phase 1 | Registered PUN supplied by an adjacent existing plant; outside ERCOT Batch Zero Phase 2 | Planned behind - the - meter gas generation to reduce reliance on new transmission capacity OUR PRINCIPLES FROM DAY ONE, ALIGNED WITH TEXAS’ PRIORITIES

 

 

INITIAL TERM 20 years Automatic one - year renewals CONTRACT ED POWER 207 MW Minimum 200 MW, up to 207 MW EXPECTED POWER AVAILABILITY Q3 2027 Delivery from adjacent generation expected by end of 2027 GENERATION SOURCE 1,180 MW Vistra’s existing Odessa plant Nasdaq: NUAI | newerainfra.ai 5 TCDC Phase 1 : Power Behind - the - meter: registered private use network (PUN) Not part of ERCOT’s Batch Zero process $118m cash collateral posted to support the PPA letter of credit Development framework agreement supports future power development with 5% project interest promoting long - term alignment ✓ ✓ ✓ ✓

 

 

Nasdaq: NUAI | newerainfra.ai 6 EXECUTIVE LEADERSHIP Charlie Nelson Chairman & CEO Ted Warner President & CFO José Rodríguez C hief Operating Officer Evan Pierce C hief Development Officer Ashlie Alaman General Counsel DELIVERY BENCH — BY FUNCTION Development and site delivery Engineering and construction Commissioning and o perations Finance and legal Development and D elivery Team PRIOR EXPERIENCE Erin Henderson, SVP, Energy & Policy James Shapard, VP, Site Selection Angie Crook, Director, Program Delivery Marlon Millington, VP of Engineering & Operations Doug Hofmockel , PE, ATD; Director Mechanical Engineering Maria Rodriguez, PE, MBA,PMP; Director Electrical Engineering Morgan O’Connor, VP of Construction Dana Herrick, Director of Physical Security Scott Parsons, DC Construction Manager Xiaopu Fan, Director of Networking Everitte Finch, Project Controls Specialist Dustin Bradford, Assistant Controller Ari Fortuny, Sr. Manager, Reporting Lisa Kish, Paralegal

 

 

Nasdaq: NUAI | newerainfra.ai 7 TCDC Phase 1: Proposed Capital - Efficient Delivery Model Lower capital intensity Preliminary estimates indicate Phase 1 build cost below 50% of comparable traditional builds 1 In advanced negotiations on lease economics that appropriately reflect the value of near - term power and current credit markets Planned timing of capital outlays limits upfront funding required ¹ Based on preliminary estimates for the proposed Phase 1 scope. Subject to final design, scope and definitive agreements. Illustrative modular data center unit Modular approach for faster delivery and commissioning Off - site manufacturing and site preparation can run in parallel, reducing on - site work and supporting faster installation and commissioning Supply chain and execution planning Engaging multiple vendors and planning for long - lead equipment Early coordination of networking, physical security and commissioning requirements

 

 

Nasdaq: NUAI | newerainfra.ai 8 TCDC Phase 1: Delivery Milestones SECURED ✓ Land 493 acres owned · additional 99 acres under contract (deposit paid) ✓ Key site approvals Construction permits · preliminary plat approval ✓ Pipeline removal and reclamation Required works complete ✓ Phase 1 PPA 20 years · Up to 207 MW · PPA LC posted DELIVERY TARGETS Q3 2027 POWER AVAILABILITY Q4 2027 INITIAL READY - FOR - SERVICE Acreage, permits and power are secured. Development works are underway and targeting initial RFS in Q4 2027

 

 

Nasdaq: NUAI | newerainfra.ai 9 TCDC Phase 2: Expansion Phase 2 discussions continue with the prospective Phase 1 tenant Phase 1 Up to 207 MW Phase 2 ~550 MW Phase 3 In Design Power contracted Planned behind - the - meter generation Longer - term expansion Phases 1 & 2 ≈ 757 MW gross Phase 2: Power and permitting ~550 MW BTM generation with Thunderhead Energy Solutions Standard TCEQ air permit application filed . Turbine delivery expected Q4 2027 – Q1 2028 Phase 3: Longer - term expansion Current Phase 1 and 2 plans occupy approximately half of the total campus acreage Campus layout and density under evaluation to maximise site capacity

 

 

Nasdaq: NUAI | newerainfra.ai 10 Preserving Liquidity to Advance TCDC Strengthening our financial position Repay Macquarie A2/A3 used to fund PPA credit support ✓ Maintain strong cash reserves while in advanced lease negotiations ✓ Avoid additional debt service and repayment obligations ahead of a definitive lease ✓ Seek to release restricted cash through LC restructuring after lease execution ✓ 1. Includes cash, cash equivalents and restricted cash. Restricted cash includes collateral supporting the PPA letter of cred it and securing the $20 million of Macquarie borrowings. 2. Represents potential proceeds from future equity issuance. AT OCTOBER 31, 2026 Total cash 1 $ 187 M Restricted cash $ 138 M Outstanding debt $ 20 M PPA credit support $ 118 M Macq post - lease financing $ 200 M Remaining ATM & shelf capacity 2 $ 175 M ADDITIONAL FINANCING FLEXIBILITY Unrestricted cash $ 49 M

 

 

Additional Information

 

 

Charlie Nelson Chairman & CEO Ted Warner President & CFO Prior Experience Prior Experience Andy Casazza Chief Corporate Officer Prior Experience E. Will Gray II P resident, Permian Prior Experience Jose Rodriguez Chief Operating Officer Prior Experience Evan Pierce Chief Development Officer Prior Experience Nasdaq: NUAI | newerainfra.ai Darin Rovell Chief Accounting Officer Prior Experience 12 Ashlie Alaman General Counsel Prior Experience Executive Leadership Team

 

 

Nasdaq: NUAI | newerainfra.ai 13 1 Represents the issuance of shares of common stock in September 2026 for gross proceeds of approximately $60 million under the p reviously announced At - the - market program. As of November 6, 2026, there was approximately $40 million in common stock remaining under the program. 2 Represents the issuance of shares of common stock issued in a private placement offering led by Northland Securities. The sha re s were issued at a price per share of $2.75 per share. 3 Includes 7,490,000 warrants exercised by ATW AI Infrastructure II LLC (“ATW”) July 1, 2026 through November 6, 2026. ATW has a t otal of 1,607,540 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. 4 Each of the Public Warrants and Private Warrants (the “Tradeable Warrants”) entitles the holder to purchase one share of our co mmon 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. 5 Macquarie is entitled to purchase 400,208 and 413,055 shares of our common stock at an exercise price of approximately $5.00 an d $7.26 per share, respectively, subject to customary adjustments. 6 Represents shares of common stock, par value $0.0001 (“common stock”), issued to a Company executives and employees in connec tio n with net settlements of awards and as other forms of compensation from July 1, 2026 through November 6, 2026. 7 Represents an aggregate of 6,996,972 restricted stock units issued to our employees and non - employee directors as part of their respective compensation packages as well as 610,673 performance stock units in which performance conditions have been satisfied. As of November 6, 2026, 8,838,745 performance stock units with unsatisfied performance condit ion s remained issued and outstanding. Fully Diluted Shares Outstanding Fully Diluted Employee Options Restricted Stock Units Unexercised Warrants Shares Issued Shares Outstanding Security Class 106,490,928 - - - 106,665,286 106,490,928 Common Stock as of 6/30/2026 9,632,203 - - - 9,632,203 9,632,203 At - the - market Offering (1) 23,272,727 - - - 23,272,727 23,272,727 Private Placement Offering (2) 2,707,540 - - 1,607,540 1,100,000 1,100,000 First and Second Tranche Warrants (Investor Warrants) (3) 5,750,000 - - 5,750,000 - - Warrants – De - SPAC (Public Warrants) (4) 230,750 - - 230,750 - - Warrants – De - SPAC (Private Warrants) (4) 813,263 - - 813,263 - - Macquarie Warrants (5) 615,607 542,000 - - 73,607 73,607 Employee Options (6) 7,607,645 - 7,607,645 - - - RSUs & PSUs (7) 157,120,663 542,000 7,607,645 8,401,553 140,743,823 140,569,465 Total as of 11/6/2026

 

 

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

 

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