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New ERA Energy & Digital, Inc. (NUAI) is the subject of an amended beneficial-ownership report listing 11,140,000 shares beneficially owned by KCM Capital, Inc. and the same amount by AMC Fund, L.P.; Kent C. McCarthy is listed with 11,590,000 shares beneficially owned. The amounts correspond to reported ownership percentages of 10.5% for each entity and 10.9% for McCarthy.
AMC’s reported amount consists of 9,300,000 common shares and 1,840,000 shares issuable upon exercise of currently exercisable call options. The report says AMC has no voting or dispositive power over the option shares. McCarthy’s reported amount includes 200,000 personally held common shares and 250,000 shares issuable upon exercise of his currently exercisable call options, as well as AMC’s reported holdings.
Key Figures
KCM Capital beneficial ownership:11,140,000 sharesAMC Fund beneficial ownership:11,140,000 sharesKent C. McCarthy beneficial ownership:11,590,000 shares+3 more
6 metrics
KCM Capital beneficial ownership11,140,000 shares10.5% of the class
AMC Fund beneficial ownership11,140,000 shares10.5% of the class
Kent C. McCarthy beneficial ownership11,590,000 shares10.9% of the class
Common shares held by AMC Fund9,300,000 sharesIncluded in AMC Fund’s reported beneficial ownership
Shares issuable under AMC Fund call options1,840,000 sharesCurrently exercisable call options
Common shares outstanding106,559,339 sharesAs of August 10, 2026
Key Terms
beneficial ownership, currently exercisable call options, shared voting power, shared dispositive power
4 terms
beneficial ownershipregulatory
"Amount beneficially owned"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
currently exercisable call optionsfinancial
"currently exercisable call options held by AMC"
shared voting powerregulatory
"Shared power to vote or to direct the vote"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared power to dispose or to direct the disposition"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many NUAI shares does Kent C. McCarthy report as beneficially owned?
Kent C. McCarthy reports 11,590,000 shares beneficially owned, or 10.9% of the class. This includes 200,000 common shares and 250,000 shares issuable upon exercise of his currently exercisable call options, plus the holdings attributed to AMC Fund, L.P.
What share count underlies the NUAI ownership percentages?
The reported percentages are based on 106,559,339 common shares outstanding as of August 10, 2026, as reported on the company’s Form 10-Q.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
New ERA Energy & Digital, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
64428N109
(CUSIP Number)
10/08/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
64428N109
1
Names of Reporting Persons
KCM Capital Inc
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MISSOURI
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,300,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,300,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,140,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The shares beneficially owned consist of (i) 9,300,000 shares of Common Stock, par value $0.0001 per share, held by AMC Fund, L.P. ("AMC") and (ii) 1,840,000 shares of Common Stock issuable upon exercise of currently exercisable call options held by AMC (i.e., rights to purchase shares within 60 days). AMC does not have voting or dispositive power over the shares subject to the call options. AMC is controlled by KCM Capital, Inc. ("KCM"), which is in turn controlled by Kent C. McCarthy.
Percent of class is based on 106,559,339 shares of Common Stock outstanding as of August 10, 2026, as reported on the Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 14, 2026.
SCHEDULE 13G
CUSIP Number(s):
64428N109
1
Names of Reporting Persons
MCCARTHY KENT C
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
200,000.00
6
Shared Voting Power
9,300,000.00
7
Sole Dispositive Power
200,000.00
8
Shared Dispositive Power
9,300,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,590,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.9 %
12
Type of Reporting Person (See Instructions)
IN, HC
Comment for Type of Reporting Person: Consists of (i) 200,000 shares of Common Stock, par value $0.0001 per share, and 250,000 shares of Common Stock issuable upon exercise of currently exercisable call options (i.e., rights to purchase shares within 60 days), each held individually by Kent C. McCarthy, and (ii) 9,300,000 shares of Common Stock and 1,840,000 shares of Common Stock issuable upon exercise of currently exercisable call options, each held by AMC, which is controlled by KCM, which is in turn controlled by Kent C. McCarthy.
Percent of class is based on 106,559,339 shares of Common Stock outstanding as of August 10, 2026, as reported on the Form 10-Q filed with the SEC on August 14, 2026.
SCHEDULE 13G
CUSIP Number(s):
64428N109
1
Names of Reporting Persons
AMC Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,300,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,300,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,140,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The shares beneficially owned consist of (i) 9,300,000 shares of Common Stock, par value $0.0001 per share, held by AMC Fund, L.P. ("AMC") and (ii) 1,840,000 shares of Common Stock issuable upon exercise of currently exercisable call options held by AMC (i.e., rights to purchase shares within 60 days). AMC does not have voting or dispositive power over the shares subject to the call options. AMC is controlled by KCM Capital, Inc. ("KCM"), which is in turn controlled by Kent C. McCarthy.
Percent of class is based on 106,559,339 shares of Common Stock outstanding as of August 10, 2026, as reported on the Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 14, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
New ERA Energy & Digital, Inc.
(b)
Address of issuer's principal executive offices:
200 N. LORAINE STREET, SUITE 1324, MIDLAND, TEXAS, 79701.
Item 2.
(a)
Name of person filing:
This Schedule 13G is being jointly filed by Kent C. McCarthy ("Mr. McCarthy"), KCM Capital, Inc., a Missouri corporation ("KCM"), and AMC Fund, L.P. ("AMC"), a Delaware limited partnership.
Mr. McCarthy, KCM and AMC have entered into an Agreement Regarding the Joint Filing of 13G (the "Agreement"), pursuant to which Mr. McCarthy, KCM and AMC have agreed to this 13G jointly and in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934 as amended (the ?Act?). The Agreement was filed as Exhibit 1 to the 13G filed with the SEC on September 1, 2026 and is incorporated herein by reference.
(b)
Address or principal business office or, if none, residence:
13021 W 74th St, Shawnee, KS 66216
(c)
Citizenship:
Mr. McCarthy is a citizen of the United States of America, KCM is a Missouri corporation and AMC is a Delaware limited partnership.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
64428N109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1. 11,140,000 - KCM Capital, Inc. *
2. 11,140,000 - AMC Fund, L.P. *
3. 11,590,000 - Kent C. McCarthy *
* Consists of (i) 200,000 shares of Common Stock, par value $0.0001 per share, and 250,000 shares of Common Stock issuable upon exercise of currently exercisable call options (i.e., rights to purchase shares within 60 days), each held individually by Kent C. McCarthy, and (ii) 9,300,000 shares of Common Stock and 1,840,000 shares of Common Stock issuable upon exercise of currently exercisable call options, each held by AMC, which is controlled by KCM, which is in turn controlled by Kent C. McCarthy.
(b)
Percent of class:
1. 10.5% - KCM Capital, Inc.
2. 10.5% - AMC Fund, L.P.
3. 10.9% - Kent C. McCarthy
Percent of class is based on 106,559,339 Common Stock outstanding as of August 10, 2026, as reported on the Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 14, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1. 0 - KCM Capital, Inc.
2. 0 - AMC Fund, L.P.
3. 200,000 - Kent C. McCarthy
(ii) Shared power to vote or to direct the vote:
1. 9,300,000 - KCM Capital, Inc. *
2. 9,300,000 - AMC Fund, L.P.
3. 9,300,000 - Kent C. McCarthy *
* 9,300,000 shares of Common Stock, par value $0.0001 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is in turn controlled by Kent C. McCarthy.
(iii) Sole power to dispose or to direct the disposition of:
1. 0 - KCM Capital, Inc.
2. 0 - AMC Fund, L.P.
3. 200,000 - Kent C. McCarthy
(iv) Shared power to dispose or to direct the disposition of:
1. 9,300,000 - KCM Capital, Inc. *
2. 9,300,000 - AMC Fund, L.P.
3. 9,300,000 - Kent C. McCarthy *
* 9,300,000 shares of Common Stock, par value $0.0001 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is in turn controlled by Kent C. McCarthy.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
This Schedule 13G is being jointly filed by Kent C. McCarthy ("Mr. McCarthy') a citizen of the United States of America, KCM Capital, Inc., a Missouri corporation ("KCM"), and AMC Fund, L.P. ("AMC"), a Delaware limited partnership.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
