Caracola Ventures (NUAI holder) reports 8.9% stake in New ERA Energy & Digital

Rhea-AI Filing Summary

New ERA Energy & Digital, Inc. has a significant shareholder, Caracola Ventures Corp. (CVC), which reports beneficial ownership of 9,000,000 common shares as of June 30, 2026. This position includes 7,500,000 shares held directly and 1,500,000 shares underlying call options that are exercisable within 60 days.

CVC is organized in the British Virgin Islands and is controlled by Alan Bialobroda, its sole owner and director, who may also be deemed to beneficially own these securities. Based on 101,290,928 shares outstanding as of May 14, 2026, CVC’s holdings represent approximately 8.9% of the company’s common stock. CVC reports sole voting and sole dispositive power over all 9,000,000 shares.

Key Figures

Beneficially owned shares: 9,000,000 Shares Directly held shares: 7,500,000 Shares Shares underlying call options: 1,500,000 Shares +3 more

6 metrics

Beneficially owned shares 9,000,000 Shares Beneficial ownership by Caracola Ventures Corp. as of June 30, 2026

Directly held shares 7,500,000 Shares Shares of common stock held directly by Caracola Ventures Corp.

Shares underlying call options 1,500,000 Shares Shares underlying call options exercisable within 60 days

Ownership percentage 8.9% Approximate percentage of NUAI common stock beneficially owned by Caracola Ventures Corp.

Shares outstanding 101,290,928 Shares Shares outstanding as of May 14, 2026, used to calculate ownership percentage

Par value $0.0001 per share Par value of New ERA Energy & Digital common stock

Key Terms

beneficial owner, call options, Sole Voting Power, Sole Dispositive Power, +1 more

5 terms

beneficial owner financial

"the Reporting Person may be deemed the beneficial owner of 9,000,000 Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

call options financial

"1,500,000 Shares underlying call options that are exercisable within 60 days"

A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time. Think of it like a refundable reservation to purchase a stock later at today’s agreed price: investors use calls to profit from expected price rises with smaller upfront cost than buying the stock outright, or to hedge and manage exposure, while the most they can lose is the amount paid for the contract.

Sole Voting Power financial

"5 | Sole Voting Power 9,000,000.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"7 | Sole Dispositive Power 9,000,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

percent of class financial

"(b) | Percent of class: As of June 30, 2026, the Reporting Person"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

How many New ERA Energy & Digital (NUAI) shares does Caracola Ventures Corp. own?

Caracola Ventures Corp. reports beneficial ownership of 9,000,000 New ERA Energy & Digital common shares, including 7,500,000 shares held directly and 1,500,000 shares underlying call options exercisable within 60 days as of June 30, 2026.

What percentage of New ERA Energy & Digital (NUAI) does Caracola Ventures Corp. hold?

Caracola Ventures Corp. may be deemed to beneficially own approximately 8.9% of New ERA Energy & Digital’s common stock, based on 101,290,928 shares outstanding as of May 14, 2026, as referenced in the company’s prospectus.

Who controls Caracola Ventures Corp. in the NUAI Schedule 13G/A filing?

Caracola Ventures Corp. is controlled by Alan Bialobroda, its sole owner and director. He may therefore be deemed to beneficially own the 9,000,000 shares and call-option shares that CVC reports with sole voting and dispositive power.

What type of securities does Caracola Ventures Corp. hold in New ERA Energy & Digital (NUAI)?

Caracola Ventures Corp. holds common stock of New ERA Energy & Digital, $0.0001 par value per share, including 7,500,000 shares directly and 1,500,000 shares underlying call options exercisable within 60 days.

Where is Caracola Ventures Corp., a major NUAI shareholder, organized?

Caracola Ventures Corp. is organized in the British Virgin Islands, with a principal business office at Calle Jose Marti 3194, Apt. 202, Montevideo, 11300, Uruguay, as disclosed in the Schedule 13G/A ownership filing.

What voting and dispositive power does Caracola Ventures Corp. report over NUAI shares?

Caracola Ventures Corp. reports sole voting power and sole dispositive power over 9,000,000 New ERA Energy & Digital shares, and no shared voting or dispositive power over any shares as of June 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:59 PM Accepted by SEC EDGAR 08/14/2026 - 04:59 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

New ERA Energy & Digital, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value 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

Caracola Ventures Corp

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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 9,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,000,000.00

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)

8.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The amounts reported in rows 5, 7, and 9 consist of (i) 7,500,000 Shares held directly and (ii) 1,500,000 Shares underlying call options that are exercisable within 60 days.

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: Caracola Ventures Corp. ("CVC" or the "Reporting Person")
(b)	Address or principal business office or, if none, residence: Calle Jose Marti 3194, Apt. 202, Montevideo, 11300, Uruguay
(c)	Citizenship: British Virgin Islands
(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: As of June 30, 2026, the Reporting Person may be deemed the beneficial owner of 9,000,000 Shares. This amount consists of (i) 7,500,000 Shares held directly and (ii) 1,500,000 Shares underlying call options that are exercisable within 60 days. Alan Bialobroda is the sole owner and director of CVC and may therefore be deemed to beneficially own the Shares and the Shares underlying call options held directly by CVC.
(b)	Percent of class: As of June 30, 2026, the Reporting Person may be deemed to beneficially own approximately 8.9% of the Shares outstanding. The percentage set forth herein is calculated based on 101,290,928 Shares outstanding as of May 14, 2026, as reported in the Issuer's prospectus on Form 424B3 filed with the Securities and Exchange Commission (the "SEC") on May 22, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 9,000,000.00
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 9,000,000.00
	(iv) Shared power to dispose or to direct the disposition of: 0.00
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.

Caracola Ventures Corp

Signature:	/s/ Alan Bialobroda
Name/Title:	Alan Bialobroda, Sole Owner and Director
Date:	08/14/2026