Caracola Ventures reports 5.05M-share stake in New ERA

Rhea-AI Filing Summary

New ERA Energy & Digital, Inc. reports a beneficial ownership disclosure by Caracola Ventures Corp. Caracola Ventures Corp. reports beneficial ownership of 5,050,000 Shares, consisting of 3,050,000 Shares held directly and 2,000,000 Shares underlying call options exercisable within 60 days. This holding represents approximately 8.6% of the class, calculated using 56,775,187 Shares outstanding as of March 9, 2026 plus 2,091,351 Shares issued on March 31, 2026. The disclosure names Alan Bialobroda as sole owner and director of the reporting entity, with sole voting and dispositive power over the 5,050,000 Shares.

Insights

Corporate Governance Analyst

Caracola Ventures reports an 8.6% stake via direct shares and near-term exercisable options.

The disclosure shows a combined position of 5,050,000 Shares, including 2,000,000 call-option shares exercisable within 60 days. The filing attributes sole voting and dispositive power to the reporting entity and identifies an individual owner.

Holder decisions on exercising the options will determine actual share movement; timing and cash-flow treatment are not stated in the excerpt.

Key Figures

Beneficial ownership reported: 5,050,000 Shares Direct shares held: 3,050,000 Shares Options exercisable: 2,000,000 Shares +2 more

5 metrics

Beneficial ownership reported 5,050,000 Shares As of <date>March 31, 2026</date>

Direct shares held 3,050,000 Shares Held directly by Caracola Ventures Corp.

Options exercisable 2,000,000 Shares Call options exercisable within 60 days

Percent of class 8.6% Calculated using 56,775,187 Shares (as of <date>March 9, 2026</date>) plus 2,091,351 Shares issued on <date>March 31, 2026</date>

Shares outstanding base 56,775,187 Shares Outstanding as of <date>March 9, 2026</date>

Key Terms

beneficially owned, call options exercisable within 60 days, sole dispositive power

3 terms

beneficially owned regulatory

"As of March 31, 2026, the Reporting Person may be deemed the beneficial owner"

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.

call options exercisable within 60 days financial

"2,000,000 Shares underlying call options that are exercisable within 60 days"

sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 5,050,000.00"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Caracola Ventures Corp. report in NUAI?

Caracola Ventures Corp. reports beneficial ownership of 5,050,000 Shares. This equals approximately 8.6% of the outstanding shares, calculated from 56,775,187 Shares as of March 9, 2026 plus 2,091,351 Shares issued on March 31, 2026.

How is the 5,050,000-share total composed for NUAI?

The total comprises 3,050,000 Shares held directly and 2,000,000 Shares underlying call options exercisable within 60 days. The filing attributes both direct shares and exercisable options to the reporting entity.

Who is reported as having voting and dispositive power over these NUAI shares?

The disclosure states sole voting and sole dispositive power over 5,050,000 Shares rests with Caracola Ventures Corp., and that Alan Bialobroda is the sole owner and director of that reporting entity.

What outstanding share base is used to calculate the 8.6% for NUAI?

The percentage uses 56,775,187 Shares outstanding as of March 9, 2026 reported in a prospectus, plus 2,091,351 Shares issued on March 31, 2026, per a Form 8-K referenced in the disclosure.

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

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Accepted by SEC EDGAR 05/15/2026 - 05:03 PM EDT Learn about SEC filing dates

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)

03/31/2026

(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 5,050,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,050,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,050,000.00

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)

8.6 %

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) 3,050,000 Shares held directly and (ii) 2,000,000 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 March 31, 2026, the Reporting Person may be deemed the beneficial owner of 5,050,000 Shares. This amount consists of (i) 3,050,000 Shares held directly and (ii) 2,000,000 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 March 31, 2026, the Reporting Person may be deemed to beneficially own approximately 8.6% of the Shares outstanding. The percentage set forth herein is calculated based on 56,775,187 Shares outstanding as of March 9, 2026, as reported in the Issuer's prospectus on Form 424B3 filed with the Securities and Exchange Commission (the "SEC") on March 19, 2026, and the additional 2,091,351 Shares that were issued on March 31, 2026, as reported in the Issuer's current report on Form 8-K filed with the SEC on April 10, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5,050,000.00
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 5,050,000.00
	(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:	05/15/2026