The SEC filings page for New Era Energy & Digital, Inc. (NASDAQ: NUAI) provides direct access to the company’s official regulatory disclosures, including Forms 8‑K, registration statements, and proxy materials. These documents are the primary source for understanding how New Era describes its next‑generation digital infrastructure and integrated power asset strategy, as well as its capital structure, governance, and material transactions.
Through its 8‑K filings, New Era reports material events such as the binding term sheet to acquire Sharon AI’s 50% interest in Texas Critical Data Centers LLC (TCDC), purchase agreements for additional land that expand the TCDC AI and high‑performance computing campus in Ector County, Texas, and the land option purchase agreement for approximately 3,500 acres in Lea County, New Mexico for a large-scale AI data center campus. Other 8‑Ks detail financing arrangements, including a secured promissory note, actions related to an Equity Purchase Facility Agreement, and the termination of a liquid helium sales agreement, reflecting the company’s transition away from legacy helium and natural gas activities.
Filings also document New Era’s Nasdaq listing status and its response to listing requirements, along with a definitive proxy statement (DEF 14A) that outlines proposals for director elections, auditor ratification, and other governance matters. An S‑1/A registration statement describes the company’s background, its business combination history, its status as an emerging growth company and smaller reporting company, and the registration of common stock and warrants.
On Stock Titan, these SEC filings are updated as they are posted to the EDGAR system and can be paired with AI‑generated summaries that highlight key terms, transaction structures, and governance changes. Users can review 10‑K and 10‑Q reports when available, track 8‑K event disclosures, and monitor registration statements and proxy materials to build a detailed view of how New Era Energy & Digital presents its AI‑focused infrastructure strategy, capital decisions, and regulatory obligations.
New ERA Energy & Digital, Inc. director Trent Yang reported 0 directly held common shares as of June 25, 2025. The event was reported late due to an administrative oversight.
New Era Energy & Digital, Inc. (NUAI) entered into a private placement expected to generate approximately $64 million in gross proceeds. Closing is expected October 30, 2026, subject to customary closing conditions; the company will issue 23,272,727 common shares at $2.75 per share. Common shares outstanding were 117,291,542 before closing and are expected to be 140,564,269 after closing.
Net proceeds are expected to fund indebtedness repayment, including an aggregate amount of $36 million under the existing term loan agreement with Macquarie Equipment Capital Inc., including the applicable MOIC premium, as well as working capital and other general corporate purposes. Northland Capital Markets will receive a placement-agent fee equal to 6% of gross proceeds and customary expense reimbursements.
New Era agreed to file a resale registration statement within 15 business days after October 28, 2026, and use commercially reasonable efforts to have it declared effective within 45 calendar days after filing, or 90 calendar days in the event of a full SEC review. The statement is to remain effective until the shares are no longer registrable. The company said the raise would support leasing negotiations for 757 MW across Phases 1 and 2 at Texas Critical Data Centers.
New ERA Energy & Digital, Inc. (NUAI) is the subject of a Schedule 13G amendment in which AMC Fund, L.P., its controlling company KCM Capital, Inc., and KCM’s controlling person, Kent C. McCarthy, each report beneficial ownership of 4,725,000 shares, or 4.4%. The amount consists of 2,600,000 common shares held by AMC and 2,125,000 shares issuable under currently exercisable call options held by AMC. The reporting persons report shared voting and dispositive power over 2,600,000 shares; AMC has no voting or dispositive power over the option shares. The ownership percentage is based on 106,559,339 shares outstanding as of August 10, 2026.
New ERA Energy & Digital, Inc. (NUAI) securities were the subject of reported sales and a call-option purchase on October 14, 2026. Ten-percent owners Kent C. McCarthy, KCM Capital Inc., and AMC Fund, L.P. reported the transactions. McCarthy sold 200,000 directly held common shares at $3.9085 per share, leaving 0 shares held directly. AMC Fund sold 4,090,000 common shares at a weighted average $3.6102 per share, with 5,460,000 remaining; its reported sale prices ranged from $3.4142 to $3.9148. McCarthy also sold call options covering 50,000 shares at $0.5636 per share and 200,000 shares at a weighted average $1.2649 per share; AMC Fund purchased options covering 500,000 shares at $0.4835 per share. Each option had a $5.0000 exercise price; the 50,000-share sale and 500,000-share purchase expire January 15, 2027, and the 200,000-share sale expires January 21, 2028. The reporting persons no longer beneficially owned more than 10% of NUAI's equity securities. No Rule 10b5-1 plan is reported.
New ERA Energy & Digital, Inc. (NUAI) reports that AMC Fund, L.P., a ten percent owner, purchased 250,000 shares on October 9, 2026, at $4.7694 per share, bringing its reported common-stock holdings to 9,550,000 shares. The shares are held by AMC Fund, which is controlled by KCM Capital Inc., in turn controlled by Kent C. McCarthy, also reported as a ten percent owner. No Rule 10b5-1 plan is reported.
Reported call options have a $5.00 exercise price. McCarthy directly holds options covering 50,000 shares expiring January 15, 2027, and 200,000 shares expiring January 21, 2028. AMC Fund holds options covering 1,160,000 and 680,000 shares with those respective expiration dates. McCarthy also directly holds 200,000 common shares.
New ERA Energy & Digital, Inc. (NUAI) reports ownership for three 10% owners: Kent C. McCarthy, KCM Capital Inc., and AMC Fund, L.P. McCarthy directly holds 200,000 common shares; AMC Fund directly holds 9,300,000 shares, with McCarthy and KCM indirect owners of AMC Fund’s securities and each having a pecuniary interest in a portion.
McCarthy directly holds call options covering 50,000 shares expiring January 15, 2027, and 200,000 shares expiring January 21, 2028. AMC Fund holds options covering 1,160,000 shares expiring January 15, 2027, and 680,000 shares expiring January 21, 2028. Each option has a $5.0000 exercise price; holders may exercise at any time.
New ERA Energy & Digital, Inc. (NUAI) is the subject of an amended beneficial-ownership report listing 11,140,000 shares beneficially owned by KCM Capital, Inc. and the same amount by AMC Fund, L.P.; Kent C. McCarthy is listed with 11,590,000 shares beneficially owned. The amounts correspond to reported ownership percentages of 10.5% for each entity and 10.9% for McCarthy.
AMC’s reported amount consists of 9,300,000 common shares and 1,840,000 shares issuable upon exercise of currently exercisable call options. The report says AMC has no voting or dispositive power over the option shares. McCarthy’s reported amount includes 200,000 personally held common shares and 250,000 shares issuable upon exercise of his currently exercisable call options, as well as AMC’s reported holdings.
New ERA Energy & Digital, Inc. subsidiaries TCDC PowerCo LLC and Texas Critical Data Centers LLC entered into a reimbursement agreement with Macquarie Bank Limited. The bank issued a $116.0 million standby letter of credit for PowerCo in favor of Luminant ET Services Company LLC to secure obligations under PowerCo’s power purchase agreement. PowerCo must reimburse any drawing with 12% annual interest; TCDC guarantees the obligations, and both subsidiaries are jointly and severally liable for reimbursement amounts not covered by cash collateral.
The agreement requires cash collateral of at least 102% of the undrawn letter-of-credit amount, approximately $118.3 million at issuance. $60.0 million of the initial collateral came from Term Loan A-2 and A-3 borrowings, and approximately $58.3 million from cash on hand at PowerCo and TCDC. In connection with a $60.0 million draw, New ERA issued Macquarie Equipment Capital Inc., the Term Loan Agreement lender, warrants for 413,055 common shares at an approximately $7.26 exercise price. PowerCo will pay a 1.00% fronting fee and a 2.00% annual letter-of-credit fee, payable quarterly in arrears. The company expects to refinance Term Loan Agreement borrowings in the near future. Separately, it has begun pursuing leases with hyperscale tenants for the Texas project rather than a joint venture with a data center developer.
New Era Energy & Digital, Inc. (NUAI) may offer common stock with an aggregate offering price of up to $100 million through an at-the-market program. Sales may occur from time to time through the sales agents, and the company has no obligation to sell. Agents may receive up to 3.5% of gross sales. Net proceeds are currently planned for general corporate purposes, including capital expenditures, working capital, or paying or refinancing debt.
Separately, subsidiary TCDC PowerCo agreed with Luminant to supply a minimum of 200 MW and up to a maximum of 207 MW of energy for the Texas data center project. The PPA’s initial term is 20 years from first delivery; Luminant’s obligations are subject to conditions precedent by December 31, 2027. TCDC PowerCo must provide a $116 million letter of credit and additional mutually agreed security not to exceed $82.8 million.
On September 21, 2026, Texas Governor Greg Abbott directed the Texas Commission on Environmental Quality to halt all permits sought by data centers in Texas until completion of ERCOT’s audit; permits needed for TCDC may be delayed. A development agreement gives Vistra a right of first refusal beginning in April 2028 and requires TCDC PowerCo to cause the Project Company to issue Vistra non-voting interests representing 5% of its fully diluted equity after power delivery.
New ERA Energy & Digital, Inc. (NUAI) entered into an at-the-market sales agreement allowing it to offer and sell common stock with an aggregate offering price of up to $100 million. The company is not obligated to sell shares, and the agents are not required to sell a specific amount. The company will pay commissions of up to 3.5% of gross proceeds from each sale and reimburse legal fees and disbursements. If sales occur, net proceeds are intended for general corporate purposes, including capital expenditures, working capital, or paying or refinancing then-outstanding debt.
Discussions are underway with multiple potential tenants, including a potential anchor tenant for the flagship project under a direct lease; any letter of intent would be non-binding, and the company says it cannot assure a binding definitive agreement. On September 21, 2026, Texas Governor Greg Abbott directed the Texas Commission on Environmental Quality to halt all permits sought by data centers in Texas pending ERCOT’s audit of data centers in the state’s grid interconnection queues. Certain permits for TCDC and other projects, including air permits, may be delayed until the audit is complete, which the company says could have a material adverse effect on development timelines, results of operations and financial condition.