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. is offering 29,850,746 shares of common stock at a public offering price of $3.35 per share, for gross proceeds of approximately $100.0M (before underwriting discounts). The company expects net proceeds of about $93.4M to repay the $50.0M Convertible Note and for general corporate purposes. The offering increases shares outstanding to about 92,107,204 (pro forma assuming no over-allotment). The prospectus supplement also discloses: (i) the company’s acquisition of the remaining 50% interest in Texas Critical Data Centers LLC for an aggregate purchase price of $70.0M (part cash, part equity, part a Convertible Note), (ii) a senior secured term loan facility with Macquarie of up to $290.0M with associated warrants, and (iii) a federal securities class action filed April 1, 2026.
New Era Energy & Digital, Inc. plans an underwritten public offering of common stock under its effective Form S-3 shelf registration. The company expects to use net proceeds primarily to repay all outstanding borrowings under a senior secured convertible promissory note payable to SharonAI, Inc., with any remaining funds for general corporate purposes.
The company also intends to grant underwriters a 30-day option to buy up to an additional 15% of the shares at the offering price. The size, pricing and timing of the offering will depend on market and other conditions, and there is no assurance the transaction will be completed.
New Era Energy & Digital, Inc. plans an underwritten public offering of common stock under its effective Form S-3 shelf registration. The company expects to use net proceeds primarily to repay all outstanding borrowings under a senior secured convertible promissory note payable to SharonAI, Inc., with any remaining funds for general corporate purposes.
The company also intends to grant underwriters a 30-day option to buy up to an additional 15% of the shares at the offering price. The size, pricing and timing of the offering will depend on market and other conditions, and there is no assurance the transaction will be completed.
New ERA Energy & Digital, Inc. Schedule 13G: Caracola Ventures Corp. reports beneficial ownership of 2,711,600 shares of Common Stock, representing approximately 5.1% of the class as of January 23, 2026. The holding comprises 1,200,000 shares held directly and 1,511,600 shares underlying call options exercisable within 60 days. The percentage is calculated using 53,623,529 shares outstanding as of January 21, 2026, cited from the issuer's prospectus.
New Era Energy & Digital, Inc. entered into and later amended a $5,000,000 promissory note with major shareholder Zachary Yi Zhou. The April 6, 2026 Amended and Restated Note carries 5.00% annual interest and will mature on the earliest of several financing or project-related events, or September 30, 2026.
At the Maturity Date, the note will convert into common stock. If a Qualified Equity Financing occurs, the conversion price will match the public offering price in that financing. Otherwise, it will be based on the average volume weighted average price over the 30 trading days before maturity.
The note may be prepaid in shares of common stock and includes a repayment premium equal to 1.02 times amounts due at maturity. The deal was reviewed and approved by the Audit Committee and Board and results in an unregistered sale of equity securities and a direct financial obligation to a shareholder who beneficially owns more than 5% of the company’s common stock.
New Era Energy & Digital, Inc. amended two Special Warranty Deeds for Texas properties held by its subsidiary, Texas Critical Data Centers LLC, eliminating certain repurchase rights previously held by Grow Odessa. In return, the subsidiary agreed to pay Grow Odessa $4,347,500, consisting of a $3,347,500 Promissory Note and $1,000,000 in cash. The company also issued 2,091,351 shares of common stock to SharonAI, Inc. under a Membership Interest Purchase Agreement, relying on a private offering exemption from registration.
New Era Energy & Digital, Inc. is registering 8,560,000 shares of common stock for resale by a selling stockholder. These 8,560,000 shares underlying the Second Tranche Warrant are being registered for resale by ATW AI Infrastructure II LLC pursuant to registration rights and an amended waiver.
The Company is not selling any shares here and will receive no proceeds from resales; any cash proceeds from exercise of related Investor Warrants would be received by the Company. Shares outstanding were 56,775,187 as of March 9, 2026.
New Era Energy & Digital, Inc. furnished an investor presentation describing its strategy to build large-scale AI and high-performance computing data center campuses. The flagship Texas Critical Data Centers campus targets more than 1 GW of capacity, with an additional New Mexico site bringing estimated total planned capacity to about 8 GW.
The company highlights its ATOM modular data center platform, designed for high-density AI workloads, hybrid liquid cooling and petabit-scale networking. A GP/LP project financing model is outlined, with New Era as sponsor and institutional partners providing most capital at the SPV level.
The presentation notes fully diluted shares outstanding of 82,333,225, including 56,775,187 total common shares as of March 8, 2026, executive equity awards, warrants and convertible debt linked to the acquisition of the remaining 50% of its TCDC interest from SharonAI for an agreed aggregate purchase price of $70 million in cash, equity and a senior secured convertible note.