Zachary Zhou reports 9.9% NUAI stake in New ERA Energy & Digital

Rhea-AI Filing Summary

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.

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, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

64428N109

(CUSIP Number)

12/15/2025

(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)

SCHEDULE 13G

CUSIP No. 64428N109

1

Names of Reporting Persons

Zhou Zachary Yi

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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,078,495.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,078,495.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,328,495.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: New ERA Energy & Digital, Inc.
(b)	Address of issuer's principal executive offices: 4501 SANTA ROSA DR., 4501 SANTA ROSA DR., MIDLAND, TEXAS, 79707.
Item 2.
(a)	Name of person filing: Zachary Zhou
(b)	Address or principal business office or, if none, residence: 2106 E State Hwy 114 #2296, Southlake, TX 76092
(c)	Citizenship: United States of America
(d)	Title of class of securities: COMMON STOCK, PAR VALUE $0.0001 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: The information required by this item is set forth above on the cover page for each of the Reporting Persons.
(b)	Percent of class: The information required by this item is set forth above on the cover page for each of the Reporting Persons.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this item is set forth above on the cover page for each of the Reporting Persons.
	(ii) Shared power to vote or to direct the vote: The information required by this item is set forth above on the cover page for each of the Reporting Persons.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this item is set forth above on the cover page for each of the Reporting Persons.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this item is set forth above on the cover page for each of the Reporting Persons.
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.
	Not Applicable
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.

Zhou Zachary Yi

Signature:	Zachary Zhou
Name/Title:	Co-CEO
Date:	02/17/2026

FAQ

What does the Schedule 13G/A filing reveal about NUAI ownership by Zachary Zhou?

The filing shows that Co-CEO Zachary Zhou beneficially owns 5,328,495 NUAI common shares. This stake represents 9.9% of the company’s common stock, indicating a significant insider holding disclosed through an amended Schedule 13G.

What percentage of New ERA Energy & Digital (NUAI) does Zachary Zhou hold?

Zachary Zhou beneficially owns 9.9% of NUAI’s common stock. This percentage is based on his reported beneficial ownership of 5,328,495 shares of common stock as disclosed in the amended Schedule 13G filing.

How many NUAI shares does Zachary Zhou control through voting and disposition rights?

Zachary Zhou has sole voting power and sole dispositive power over 5,078,495 NUAI common shares. These figures indicate how many shares he can vote and decide to sell or transfer without sharing that authority.

Is Zachary Zhou’s NUAI stake reported as a passive investment or to influence control?

The filing certifies that Zachary Zhou’s NUAI securities were not acquired and are not held to change or influence control. Instead, they are reported on a passive basis under Schedule 13G, consistent with non-control investment intent.

What class of NUAI securities and CUSIP are covered in Zachary Zhou’s Schedule 13G/A?

The filing covers NUAI common stock, par value $0.0001 per share, with CUSIP 64428N109. These details identify the exact security class for which Zhou’s beneficial ownership and percentage stake are being reported.

What is the event date associated with Zachary Zhou’s NUAI Schedule 13G/A amendment?

The Schedule 13G/A is tied to an event dated December 15, 2025. This date marks when the ownership level or circumstances triggered the need to amend and report Zachary Zhou’s beneficial holdings in NUAI common stock.