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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. |
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 |
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.

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
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