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. entered into an amended waiver with ATW AI Infrastructure II LLC that modifies anti-dilution protections on existing investor warrants. Instead of resetting to the SharonAI convertible note floor price, the First and Second Tranche Warrant exercise prices were adjusted to $2.00, with 5.5 million and 10.7 million common shares issuable, respectively.
The company’s board appointed director Charles Nelson as President and Chief Operating Officer, with a $550,000 base salary and bonus opportunity. Nelson received performance share awards over 3,664,036 shares and restricted stock units over 1,221,345 shares. CEO E. Will Gray II entered an amended employment agreement with similar economic terms and matching PSU and RSU grants.
New ERA Energy & Digital, Inc. shareholder Hanju Yang has filed a Schedule 13G reporting a significant passive ownership position in the company’s common stock.
Yang beneficially owns 5,176,177 shares, representing 9.7% of the outstanding common stock, with sole voting and dispositive power over 4,575,777 shares. The difference reflects call options held with various exercise prices and expiration dates. Yang certifies the holdings are not intended to change or influence control of the company.
New Era Energy & Digital, Inc. filed a current report describing that, in connection with its previously announced strategic pivot away from legacy natural gas operations, it is focusing on owning and developing next-generation digital infrastructure and integrated power assets. To align its public reporting with this shift, the company is providing updated business and risk factor disclosures, which are included as Exhibits 99.1 and 99.2 and incorporated by reference into this report.
New Era Energy & Digital, Inc. is registering up to $350,000,000 of common stock, preferred stock, debt securities, warrants, units and rights under a shelf registration, allowing it to raise capital over time on flexible terms. A related resale registration covers 19,267,595 shares of common stock held or issuable to selling stockholders, 5,750,000 shares of common stock issuable upon exercise of Public Tradeable Warrants, and 20,289 Private Tradeable Warrants. The company will not receive proceeds from stockholder resales, but will receive cash if warrants are exercised. New Era Energy & Digital has pivoted from legacy natural gas operations to developing AI-focused data center campuses, led by its Texas Critical Data Centers project in the Permian Basin, designed for over 1 gigawatt of potential compute capacity with initial power targeted as early as the end of 2027.
New Era Energy & Digital, Inc. has an effective prospectus covering 50,839,403 shares of common stock and 230,746 private warrants, which this supplement updates with new deal information. The company has completed a $70,000,000 acquisition of SharonAI, Inc.’s 50% interest in Texas Critical Data Centers LLC, giving it full ownership of the data center business. Consideration includes $10,000,000 in cash, $10,000,000 in equity tied to the next financing, and a $50,000,000 senior secured convertible note maturing June 30, 2026 at 10% interest. Based on a $4.33 share price and a floor of $0.87, up to approximately 11.5 million shares could be issued on conversion, and First Tranche Warrant terms were reset to allow up to 5 million shares at a $2.00 exercise price.
New Era Energy & Digital is registering 5,218,690 existing shares for resale and 5,750,000 shares of common stock underlying public warrants. Alongside this mixed shelf update, the company completed the acquisition of SharonAI’s 50% interest in Texas Critical Data Centers LLC for a total of $70 million, paid as $10 million in cash, $10 million in equity issued in its next qualifying equity financing, and a $50 million senior secured convertible note. The note bears 10% annual interest, matures on June 30, 2026, and permits conversion of 20% of principal into common stock, with a floor price that implies a maximum of about 11.5 million shares based on a $4.33 closing price. A separate waiver with an institutional investor reduces certain warrant exercise prices to $2.00, increasing the maximum issuable shares under those warrants to 5 million and contemplates up to $60 million of future convertible preferred stock, subject to ownership caps and Nasdaq share limits.
New Era Energy & Digital, Inc. completed its previously announced acquisition of SharonAI’s equity interests in Texas Critical Data Centers LLC for a total of $70 million. The price is structured as $10 million in cash, $10 million in equity securities to be issued in the Company’s next equity financing, and a $50 million senior secured convertible promissory note, all subject to a 19.99% ownership cap.
The Convertible Note bears 10% annual interest, matures on June 30, 2026, and is secured by the Company’s ownership in TCDC and TCDC’s assets. SharonAI may convert 20% of the note into common stock at a 30‑day volume‑weighted average price, with a floor at 20% of the market price on closing; based on a $4.33 closing share price, the maximum shares issuable under the note are about 11.5 million.
In a related waiver with ATW AI Infrastructure II LLC, the Company reduced the exercise price of certain First Tranche Warrants to $2.00, making up to 5 million shares issuable, and agreed to negotiate up to $60 million of convertible preferred stock subject to a 4.99% ownership cap.
New Era Energy & Digital, Inc. completed a $70 million acquisition of SharonAI’s equity interests in Texas Critical Data Centers LLC. The price includes $10 million in cash, $10 million in equity securities to be issued in the company’s next equity financing, and a $50 million senior secured convertible promissory note, with the entire consideration subject to a 19.99% ownership cap.
The Convertible Note bears 10% annual interest, matures on June 30, 2026, and is secured by the company’s ownership in TCDC and TCDC’s assets. SharonAI may convert 20% of the note into common stock at a 30‑day VWAP, with a floor of 20% of the closing market price. Using a $4.33 closing price on January 16, 2026 and a floor price of $0.87, the maximum number of shares issuable under the note is about 11.5 million.
Through a Waiver and Consent with ATW AI Infrastructure II LLC, the company reduced the exercise price of existing First Tranche Warrants to $2.00, increasing the maximum shares issuable under those warrants to 5 million, and agreed to negotiate up to $60 million of convertible preferred stock subject to a 4.99% ownership cap.
New Era Energy & Digital Inc. reported signing a binding term sheet to buy SharonAI Inc.’s entire 50% interest in Texas Critical Data Centers LLC for a total of $70,000,000. The price includes $10,000,000 in cash, $10,000,000 in common stock or other units, and a $50,000,000 senior secured convertible promissory note that allows SharonAI to convert 20% of the amount into New Era common stock and matures on June 30, 2026.
The parties must negotiate and sign definitive agreements reflecting the term sheet by January 15, 2026, and they agreed to a 30‑day exclusivity period from signing. Closing is conditioned on SharonAI reimbursing New Era for roughly $2,550,000 so TCDC can fund its share of a land purchase by January 9, 2026. New Era also noted that TCDC completed the acquisition of approximately 203 additional acres in Ector County, Texas for $5,100,000, where a third party is intended to build on‑site gas‑fired power generation for the data center project.