Welcome to our dedicated page for New Era Energy & Digital SEC filings (Ticker: NUAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. has updated its S-1 registration to reflect information in recent SEC filings covering 50,839,403 shares of common stock and 230,746 private warrants. The attached reports describe a shift in the company’s funding and operations. For the nine months ended September 30, 2025, New Era reported a net loss of $12,709,433 on revenues of $694,980, while cash and cash equivalents rose to $14,164,499 with working capital of $8,944,481. The 10-Q notes substantial doubt about the company’s ability to continue as a going concern due to dependence on external financing and prior share price declines.
The filings show that New Era terminated a Fourth Amended and Restated Equity Purchase Facility Agreement that had allowed sales of up to $1.0 billion of common stock, with no termination penalties, stating it is sufficiently capitalized and does not expect further sales under that facility. The company entered into a $4,000,000 secured promissory note as lender, obtained a land option for approximately 3,500 acres in New Mexico for a planned AI data center campus, and received notice that a long-term liquid helium sales contract will terminate, triggering a required payment of $2,382,255.55. Nasdaq confirmed on October 10, 2025 that New Era has cured a prior market value listing deficiency.
New Era Energy & Digital, Inc. (NUAI) filed a Rule 424(b)(3) prospectus registering two offerings: a resale of up to 5,218,690 shares of common stock by selling shareholders, and a primary offering of up to 5,750,000 shares of common stock issuable upon exercise of the publicly traded warrants. The company states it will receive cash proceeds only if the Tradeable Warrants are exercised for cash; selling shareholders receive any resale proceeds and pay their own selling commissions.
The resale is pursuant to an amended and restated registration rights agreement dated December 6, 2024. The Tradeable Warrants stem from the SPAC IPO and remained outstanding after the December 6, 2024 business combination. NUAI common stock trades on Nasdaq as “NUAI” and the warrants as “NUAIW.” On October 14, 2025, the last reported prices were $3.07 per share and $0.70 per warrant. Shares outstanding were 52,954,171 before this offering; the table shows 410,976,898 after this offering; this is a baseline figure, not the amount being offered.
New Era Energy & Digital, Inc. (NUAI) reported wider losses and a stronger balance sheet for Q3 2025. The company posted a net loss of
Cash and cash equivalents rose to
Revenue remained modest at
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.
New Era Energy & Digital, Inc. (NUAI) announced that it has furnished an investor presentation to its investor relations website. The presentation is attached as Exhibit 99.1 under Item 7.01 (Regulation FD) of a current report.
The company states the materials are furnished, not filed, which limits their treatment under Section 18 of the Exchange Act and prevents automatic incorporation by reference. The filing also lists Nasdaq symbols for its securities: NUAI (common stock) and NUAIW (warrants).
New Era Energy & Digital, Inc. (NUAI) entered into a secured promissory note under which the company agreed to provide a $4,000,000 loan to an individual shareholder, Joel Solis, and Aventus Properties LLC. The loan bears interest at 18% per annum or the Maximum Rate permitted by law, is secured by deeds of trust on real property in Odessa and Pecos, Texas, and matures on December 6, 2025. The transaction was reviewed and approved by the Audit Committee and Board, and includes a Release Agreement.
Separately, Air Life Gases USA Inc. provided notice to terminate the company’s Liquid Helium Agreement, effective November 30, 2025 if the Commencement Date has not occurred. Upon termination, the company must pay $2,382,255.55, comprising an Adjusted Advance Amount of $382,255.55 and reimbursement of a $2,000,000 advance, within five days of termination.
New Era Energy & Digital, Inc. (NUAI) filed Amendment No. 2 to a Form S-1 registering two components: the resale, from time to time, of up to 5,218,690 shares of common stock by selling shareholders, and a primary offering of up to 5,750,000 shares of common stock issuable upon exercise of the company’s Nasdaq-listed public warrants, each on the terms described in the prospectus.
The company states it will not receive proceeds from sales by the selling shareholders and will receive cash only upon any public warrant exercises, which it intends to use for working capital and general corporate purposes. NUAI and its tradeable warrants trade on Nasdaq under the symbols NUAI and NUAIW. On October 14, 2025, the last reported prices were $3.07 per share and $0.70 per warrant.
The filing follows the company’s December 6, 2024 business combination and notes that 11,500,000 public warrants remained outstanding and became company warrants. The prospectus emphasizes that selling activity may occur at varying times and prices pursuant to the plan of distribution.
New Era Energy & Digital, Inc. terminated its Fourth Amended and Restated Equity Purchase Facility Agreement, which had permitted the company to sell up to $1.0 billion of common stock to an investor during a future commitment period. The company delivered notice on October 16, 2025, with termination effective October 24, 2025.
The company stated it is sufficiently capitalized and does not expect to sell any additional shares to the investor. No termination penalties will be incurred. This removes a potential equity drawdown path without cost, while signaling confidence in current liquidity.
New Era Energy & Digital, Inc. filed a prospectus supplement covering 50,839,403 shares of common stock and 230,746 Private Warrants. The supplement updates the base prospectus with two recent current reports.
The first update details steps taken regarding Nasdaq listing standards. Since June 30, 2025, the company issued and sold 17,266,344 shares for $13,813,206 under an equity purchase facility, saw holders convert $6,119,409 of senior secured convertible notes into 6,125,000 shares, and on October 1, 2025 repaid the remaining balance, obtaining a release of the related lien. The company states it believes it meets the Stockholders’ Equity Requirement, noting this is a preliminary, unaudited estimate.
The second update states that on October 10, 2025, Nasdaq notified the company it cured the market value of listed securities deficiency under Listing Rule 5450(b)(2)(A). The previously scheduled delisting hearing was cancelled, and the company’s securities continue to trade on Nasdaq under NUAI and NUAIW.
New ERA Energy & Digital, Inc. (NUAI) disclosed that The Nasdaq Stock Market LLC notified the company it was not in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires a market value of listed securities of at least
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