[SCHEDULE 13G/A] New ERA Energy & Digital, Inc. Amended Passive Investment Disclosure
New ERA Energy & Digital stake by Davidson Kempner
New ERA Energy & Digital, Inc. common stock is reported as beneficially owned by investment entities affiliated with Davidson Kempner Capital Management LP.
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New ERA Energy & Digital, Inc. common stock is reported as beneficially owned by investment entities affiliated with Davidson Kempner Capital Management LP. Together they report 375,000 shares of Common Stock, representing 0.37% of the class, based on 101,290,928 shares outstanding as of May 14, 2026.
All reported holdings are subject to shared voting and dispositive power, with no sole voting or dispositive authority listed for any reporting person. The group confirms ownership of 5 percent or less of New ERA Energy & Digital’s outstanding Common Stock.
Key Figures
Shares outstanding:101,290,928 sharesTotal beneficial ownership:375,000 sharesBeneficial ownership percentage:0.37%+3 more
6 metrics
Shares outstanding101,290,928 sharesCommon Stock outstanding as of May 14, 2026 used for ownership percentage
Total beneficial ownership375,000 sharesShares of Common Stock beneficially owned by Davidson Kempner Capital Management LP and Anthony A. Yoseloff
Beneficial ownership percentage0.37%Percent of New ERA Energy & Digital Common Stock class beneficially owned by the reporting group
DKAERV holdings368,176 sharesCommon Stock beneficially owned by Davidson Kempner Arbitrage, Equities and Relative Value LP (0.36%)
Ownership threshold status5 percent or lessOwnership of 5 percent or less of a class disclosed under Item 5
Key Terms
beneficially owned, shared voting power, dispositive power, CUSIP, +2 more
6 terms
beneficially ownedfinancial
"The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared Voting Power 375,000.00 7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 375,000.00"
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.
dispositive powerfinancial
"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 368,176.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
CUSIPfinancial
"CUSIP No.: 64428N109"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
Common Stock, par value $0.0001 per sharefinancial
"Title of class of securities: Common Stock, par value $0.0001 per share"
Ownership of 5 percent or less of a classfinancial
"Item 5. | Ownership of 5 Percent or Less of a Class."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of New ERA Energy & Digital (NUAI) does Davidson Kempner report owning?
Davidson Kempner-affiliated entities report owning 0.37% of New ERA Energy & Digital’s Common Stock, corresponding to 375,000 shares. This percentage is calculated against 101,290,928 shares outstanding as of May 14, 2026, as disclosed by the company.
How many New ERA Energy & Digital (NUAI) shares are beneficially owned by the reporting group?
The reporting group led by Davidson Kempner Capital Management LP beneficially owns 375,000 shares of New ERA Energy & Digital Common Stock. These holdings are reported with shared voting and dispositive power, and represent less than 5 percent of the outstanding shares.
Who are the reporting persons in the New ERA Energy & Digital (NUAI) ownership disclosure?
The reporting persons are M.H. Davidson & Co., Davidson Kempner Arbitrage, Equities and Relative Value LP, Davidson Kempner Capital Management LP, and Anthony A. Yoseloff. Through DKCM, Yoseloff is responsible for voting and investment decisions relating to the reported Common Stock holdings.
What is the ownership position of Davidson Kempner Arbitrage, Equities and Relative Value in NUAI?
Davidson Kempner Arbitrage, Equities and Relative Value LP reports 368,176 shares of New ERA Energy & Digital Common Stock, equal to 0.36% of the class. These shares are held with shared voting and dispositive power, with no sole authority reported for this entity.
Does the Davidson Kempner group hold 5% or more of New ERA Energy & Digital (NUAI)?
No. The reporting group states ownership of 5 percent or less of the class. Their combined beneficial ownership is reported as 0.37% of New ERA Energy & Digital’s outstanding Common Stock, based on 101,290,928 shares outstanding as of May 14, 2026.
What is the total number of New ERA Energy & Digital (NUAI) shares outstanding used for the ownership calculation?
The reported ownership percentages are calculated using 101,290,928 shares of New ERA Energy & Digital Common Stock outstanding. This share count is taken from the company’s prospectus and serves as the basis for the 0.37% beneficial ownership calculation.
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)
06/30/2026
(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
M.H. Davidson & Co.
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
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,824.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,824.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,824.00
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)
0.01 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
64428N109
1
Names of Reporting Persons
Davidson Kempner Arbitrage, Equities & Relative Value LP
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
368,176.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
368,176.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
368,176.00
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)
0.36 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
64428N109
1
Names of Reporting Persons
Davidson Kempner Capital Management LP
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
375,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
375,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00
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)
0.37 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
64428N109
1
Names of Reporting Persons
Anthony A. Yoseloff
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
0.00
6
Shared Voting Power
375,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
375,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
375,000.00
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)
0.37 %
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:
200 N. Loraine Street, Suite 1324, Midland, TX 79701
Item 2.
(a)
Name of person filing:
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) M.H. Davidson & Co., a New York limited partnership ("CO"). M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company ("CO GP"), is the general partner of CO and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company, is the managing member of CO GP. DKCM (as defined below) is responsible for the voting and investment decisions of CO;
(ii) Davidson Kempner Arbitrage, Equities and Relative Value LP, a Cayman Islands exempted limited partnership ("DKAERV"). Davidson Kempner Multi-Strategy GP II LLC, a Delaware limited liability company ("DKAERV GP"), is the general partner of DKAERV and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company, is the managing member of DKAERV GP. DKCM is responsible for the voting and investment decisions of DKAERV;
(iii) Davidson Kempner Capital Management LP, a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to each of CO and DKAERV ("DKCM"). DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Conor Bastable, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris, Suzanne K. Gibbons, Gregory S. Feldman, Melanie Levine and James Li; and
(iv) Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the common stock, par value $0.0001 per share ("Common Stock"), of New Era Energy & Digital, Inc. (the "Company") held by CO and DKAERV.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Davidson Kempner Capital Management LP, 9 West 57th Street, 29th Floor, New York, NY 10019.
(c)
Citizenship:
(i) CO - a New York limited partnership
(ii) DKAERV - a Cayman Islands exempted limited partnership
(iii) DKCM - a Delaware limited partnership
(iii) Anthony A. Yoseloff - United States
(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 Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 101,290,928 shares of Common Stock outstanding as of May 14, 2026, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(3) filed with the Securities and Exchange Commission on May 22, 2026.
(b)
Percent of class:
0.37%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
M.H. Davidson & Co.
Signature:
/s/ Anthony A. Yoseloff
Name/Title:
Anthony A. Yoseloff, Executive Managing Member of Davidson Kempner Liquid GP Topco LLC, Managing Member of CO GP, General Partner of CO
Date:
08/14/2026
Davidson Kempner Arbitrage, Equities & Relative Value LP
Signature:
/s/ Anthony A. Yoseloff
Name/Title:
Anthony A. Yoseloff, Executive Managing Member of Davidson Kempner Liquid GP Topco LLC, Managing Member of DKAERV GP, General Partner of DKAERV
