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. 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.
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.