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 registering 2,923,117 shares of common stock for resale by selling stockholders pursuant to registration rights agreements.
The resale prospectus covers shares held by Macquarie Equipment Capital, Inc. (including 400,208 shares underlying Macquarie warrants) and shares issued to Zachary Yi Zhou. The Company states it will not receive proceeds from these sales (except to the extent warrants are exercised for cash). The prospectus lists 101,290,928 shares outstanding as of May 14, 2026 and discloses 5,980,736 Tradeable Warrants outstanding as of May 14, 2026. Sales may occur from time to time at prevailing market prices or negotiated prices and will be conducted under the Plan of Distribution set forth in the prospectus.
New Era Energy & Digital, Inc. furnished an investor presentation giving a first-quarter 2026 business update focused on advancing its Texas Critical Data Centers (TCDC) campus toward commercialization. The presentation highlights a significantly improved capital structure, including a $115m registered common stock offering, a Macquarie project-level credit facility of up to $290m, and $5m of equity issued at $5.00 per share. New Era reports more than $80m in cash as of April 30, 2026 and describes a phased TCDC build-out from 200 MW in Phase 1 toward a planned 1.4 GW campus on 438 acres, with an additional 54-acre corridor under definitive agreement. The company details a GP/LP project finance model targeting an 80/20 debt-to-equity ratio at the asset level, institutional partnerships, and fully diluted common stock of 119,611,040 shares as of May 12, 2026.
New Era Energy & Digital, Inc. is registering 2,923,117 shares of common stock for resale by selling stockholders, including 400,208 shares underlying warrants issued to Macquarie. The company states it will receive no proceeds from these resale transactions except to the extent Macquarie Warrants are exercised for cash.
The registration covers shares issued to Macquarie in connection with a $20.0M Term Loan and shares issued to Zachary Yi Zhou under a shareholder note. The prospectus describes resale mechanics, selling‑holder tables (based on 101,290,928 shares outstanding as of May 14, 2026), registration rights arrangements, and plan of distribution methods.
New ERA Energy & Digital, Inc. reports a beneficial ownership disclosure by Caracola Ventures Corp. Caracola Ventures Corp. reports beneficial ownership of 5,050,000 Shares, consisting of 3,050,000 Shares held directly and 2,000,000 Shares underlying call options exercisable within 60 days. This holding represents approximately 8.6% of the class, calculated using 56,775,187 Shares outstanding as of March 9, 2026 plus 2,091,351 Shares issued on March 31, 2026. The disclosure names Alan Bialobroda as sole owner and director of the reporting entity, with sole voting and dispositive power over the 5,050,000 Shares.
New Era Energy & Digital, Inc. reports a joint Schedule 13G filing showing 4,018,958 shares beneficially owned by reporting persons, representing 7.1% of the class. The filing states 56,775,187 Shares outstanding as of March 9, 2026. G1 Execution Services' count includes 6,452 warrants; Susquehanna Securities' count includes 2,521,700 options.
New Era Energy & Digital, Inc. reported a larger net loss of $8.99 million for the three months ended March 31, 2026, as it pivots from legacy natural gas operations toward AI-focused digital infrastructure.
Revenue from natural gas and product sales rose to $802,353, but total costs and expenses of $8.41 million and interest expense drove negative results. The company acquired full ownership of Texas Critical Data Centers LLC, adding about $71.7 million of land and lifting total assets to $86.5 million. Stockholders’ equity turned positive to $10.1 million, but working capital showed a deficit of $57.95 million and management concluded that liquidity conditions raise substantial doubt about its ability to continue as a going concern.
Subsequent to quarter-end, the company strengthened liquidity with a senior secured term loan facility of up to $290.0 million, including a fully funded initial $20.0 million tranche, and an underwritten public equity offering generating net proceeds of about $107.4 million, part of which repaid a $50.0 million convertible note tied to the TCDC acquisition.
New Era Energy & Digital, Inc. is registering 2,923,117 shares of common stock for resale by selling stockholders, including 400,208 shares underlying warrants issued to Macquarie. The company states it will receive no proceeds from these resale transactions except to the extent warrants are exercised for cash.
The registration implements obligations under a Registration Rights Agreement with Macquarie and an Amended and Restated Promissory Note with Zachary Yi Zhou. The prospectus describes potential distribution methods, transfer restrictions, anti-dilution terms for various warrants, and related material relationships, including a $20.0 million Term Loan A-1 drawn under the Macquarie facility.
New Era Energy & Digital, Inc. has fully repaid its $50 million senior secured convertible promissory note owed to SharonAI, Inc. The company elected to prepay the entire note, and SharonAI did not convert any portion into equity.
On April 24, 2026, the company paid $50 million in principal plus accrued interest in cash, satisfying all obligations under the note. With this payment, the company has no remaining payment obligations related to its completed acquisition of Texas Critical Data Centers LLC from SharonAI.
New Era Energy & Digital, Inc. is registering 2,985,075 shares of common stock for resale by the selling stockholder, SharonAI, Inc., pursuant to a prospectus under a shelf registration. The Company states it will not receive any proceeds from sales by the selling stockholder. The registration arises from the Membership Interest Purchase Agreement dated January 16, 2026, under which the Company acquired the selling stockholder’s interest in TCDC.