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 asking stockholders at an April 15, 2026 virtual special meeting to approve issuing additional common shares above a 19.99% “Share Cap” tied to its acquisition of SharonAI, Inc.’s interest in Texas Critical Data Centers LLC (TCDC).
The TCDC interest was bought for $70 million, including $10 million cash, $10 million in equity securities and a $50 million senior secured convertible note. Nasdaq Rules 5635(a) and 5635(b) require approval if share issuance reaches at least 20% of outstanding stock or could be viewed as a change of control.
As of March 3, 2026, there were 56,575,187 common shares outstanding, implying a Share Cap of about 11,315,037 shares. If Proposal One is approved, the company can use stock beyond this cap to satisfy acquisition consideration, which could significantly dilute existing holders but helps preserve cash.
If Proposal One is not approved, any consideration above the Share Cap must be paid in cash, which may force the company to raise additional funding and could trigger default risk on the convertible note if cash cannot be raised. Proposal Two would allow adjournment of the meeting to gather more votes in favor of Proposal One.
New Era Energy & Digital, Inc. files a prospectus supplement registering a Secondary Offering of 5,218,690 shares and a Primary Offering of 5,750,000 shares of Common Stock.
The supplement incorporates the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (filed March 12, 2026) and updates the previously effective prospectus. The cover also states last reported prices on March 12, 2026: Common Stock $4.92 per share and Tradeable Warrants $1.80 each. Shares outstanding were 56,775,187 as of March 9, 2026.
New Era Energy & Digital, Inc. updates its registration. The prospectus supplement registers 50,839,403 shares of Common Stock and also references 230,746 Private Warrants, and incorporates the Company’s Annual Report on Form 10-K filed on March 12, 2026 as a supplement to the Form S-1 prospectus.
The supplement ties the registration to the Company’s strategic pivot to digital infrastructure and data center development, discloses recent reserve and operational data for its Legacy Assets, and reports the last reported sales prices of Common Stock at $4.92 and Tradeable Warrants at $1.80 as of March 12, 2026. It also discloses a going concern qualification and material risks tied to execution, permitting, financing and a pending civil action in New Mexico.
New Era Energy & Digital, Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The amendment is filed solely to include an updated oil and gas reserve report from MKM Engineering and updated consents from Weaver and Tidwell, L.L.P. and MKM Engineering.
The company also reissued CEO and CFO certifications required under Section 302 of the Sarbanes-Oxley Act, but did not include Section 906 certifications because no financial statements are being filed with this amendment. The original annual report otherwise remains unchanged and should be read together with this amendment. As of June 30, 2025, non-affiliate market value of the common stock was $12,049,122, and as of March 9, 2026, there were 56,775,187 shares of common stock outstanding.
New Era Energy & Digital, Inc. files a pre-effective amendment to register 8,560,000 shares of common stock underlying the Second Tranche Warrant for resale by the selling stockholder.
The registration is a resale by ATW AI Infrastructure II LLC; the Company states it will not receive proceeds from sales by the selling stockholder, although the Company may receive net proceeds if Investor Warrants are exercised for cash. The filing updates documents incorporated by reference and includes updated consents from the Company’s accountants and engineering consultants.
New Era Energy & Digital, Inc. is asking shareholders to approve issuing shares in excess of a 19.99% Share Cap tied to its January 16, 2026 Membership Interest Purchase Agreement with SharonAI, Inc.
The acquisition consideration totals $70 million (including $10M cash, $10M payable in equity or shares, and a $50M senior secured convertible note due June 30, 2026). As of March 3, 2026, there were 56,575,187 shares outstanding. Based on a 30‑day VWAP of $6.25, 1.6 million shares (≈2.83%) are issuable on a 20% convertible tranche; maximum issuable under the note at the floor price is ~11.5 million shares.
If shareholders approve, the Company may issue Excess Shares rather than being forced to pay the excess consideration in cash; if not approved, the Company may need cash to satisfy the Purchase Agreement and could face funding constraints.
New ERA Energy & Digital, Inc. received an amended Schedule 13G from Co-CEO Zachary Zhou, reporting significant ownership of its common stock. Zhou beneficially owns 5,328,495 shares of common stock, representing 9.9% of the class, and holds sole voting and dispositive power over 5,078,495 shares. The filing, tied to an event dated December 15, 2025, is made on a passive basis, with Zhou certifying that the securities were not acquired and are not held for the purpose of changing or influencing control of the company.
New Era Energy & Digital, Inc. is registering 8,560,000 shares of common stock for resale by a single selling stockholder, ATW AI Infrastructure II LLC. The shares are issuable upon exercise of a Second Tranche Warrant and will be sold from time to time under this prospectus.
The company is not selling shares in this offering and will not receive proceeds from resales, though it would receive cash if Investor Warrants are exercised. New Era Energy & Digital has pivoted from legacy natural gas operations to develop large-scale AI-focused data center campuses, starting with its Texas Critical Data Centers project in the Permian Basin.
New Era Energy & Digital, Inc. is registering 19,267,595 shares of common stock for resale by selling stockholders, plus 5,750,000 shares of common stock issuable upon exercise of its public tradeable warrants and 20,289 private tradeable warrants.
The company will not receive proceeds from selling stockholders’ resales, but may receive up to approximately $68.8 million if all tradeable warrants are exercised for cash at an exercise price of $11.50 per share. Based on a floor price of $0.87, up to 11,547,344 shares of common stock are issuable under a senior secured convertible note issued to SharonAI, Inc., and those shares are included in the registered resale amount.
New Era Energy & Digital describes a strategic pivot from legacy natural gas operations to developing power-advantaged AI data center campuses, initially focusing on its Texas Critical Data Centers project in the Permian Basin, designed for over 1 gigawatt of potential compute capacity.