[SCHEDULE 13G] New ERA Energy & Digital, Inc. Passive Investment Disclosure (>5%)
New ERA Energy & Digital stake reported at 5.3%
New ERA Energy & Digital, Inc. is reported to have 5,387,220 shares of its common stock beneficially owned by a group of affiliated investment entities and an individual, collectively referred to as the Reporting Persons.
New ERA Energy & Digital, Inc. is reported to have 5,387,220 shares of its common stock beneficially owned by a group of affiliated investment entities and an individual, collectively referred to as the Reporting Persons. These shares represent 5.3% of the outstanding common stock, based on 101,465,286 shares outstanding as of May 12, 2026.
The Reporting Persons are Conversant Opportunity Master Fund LP, Conversant GP Holdings LLC, Conversant Capital LLC, and Michael Simanovsky. All reported shares are held with shared voting and dispositive power and no sole power. The parties have agreed to report jointly with respect to the same securities.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:5,387,220 sharesPercent of class:5.3%Shares outstanding:101,465,286 shares+2 more
5 metrics
Shares beneficially owned5,387,220 sharesCommon stock beneficially owned collectively by the Reporting Persons
Percent of class5.3%Portion of New ERA Energy & Digital common stock represented by 5,387,220 shares
Shares outstanding101,465,286 sharesCommon stock outstanding as of May 12, 2026, per company Form 10-Q
Shared voting power5,387,220 sharesShares over which the Reporting Persons have shared power to vote or direct the vote
Shared dispositive power5,387,220 sharesShares over which the Reporting Persons have shared power to dispose or direct disposition
"Amount beneficially owned: See Item 9 of the attached cover pages."
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 5,387,220.00"
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.
shared dispositive powerfinancial
"Shared Dispositive Power 5,387,220.00"
parent holding companyfinancial
"Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company"
Rule 13d-1(k)(1)regulatory
"jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in NUAI is reported by Conversant-related entities?
Conversant-related entities and Michael Simanovsky together report beneficial ownership of 5,387,220 NUAI common shares. This represents 5.3% of the company’s common stock, based on 101,465,286 shares outstanding as of May 12, 2026.
Who are the reporting persons in this NUAI beneficial ownership disclosure?
The reporting persons are Conversant Opportunity Master Fund LP, Conversant GP Holdings LLC, Conversant Capital LLC, and Michael Simanovsky. They have agreed to file jointly regarding the same NUAI securities under Rule 13d-1(k)(1).
How much voting power do the reporting persons have over NUAI shares?
The reporting persons indicate 0 shares with sole voting power and 5,387,220 shares with shared voting power. They also report the same 5,387,220 shares with shared dispositive power over New ERA Energy & Digital, Inc. common stock.
What percentage of NUAI’s outstanding shares do 5,387,220 shares represent?
The 5,387,220 NUAI common shares beneficially owned by the reporting persons represent 5.3% of the outstanding class. This percentage is calculated using 101,465,286 shares outstanding as of May 12, 2026, as reported by the company.
Where are the reporting persons in the NUAI disclosure based?
The principal business address for each reporting person is 25 Deforest Ave., Summit, NJ 07901. Opportunity Master is organized in the Cayman Islands, while Conversant GP and Conversant Capital are Delaware entities, and Michael Simanovsky is a U.S. citizen.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
New ERA Energy & Digital, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
64428N109
(CUSIP Number)
07/13/2026
(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
Conversant Capital LLC
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
5,387,220.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,387,220.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,387,220.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
64428N109
1
Names of Reporting Persons
Conversant Opportunity Master Fund 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
5,387,220.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,387,220.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,387,220.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
64428N109
1
Names of Reporting Persons
Conversant GP Holdings LLC
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
5,387,220.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,387,220.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,387,220.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
64428N109
1
Names of Reporting Persons
Michael Simanovsky
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
5,387,220.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,387,220.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,387,220.00
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)
5.3 %
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, Texas, 79701
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership ("Opportunity Master");
(ii) Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP"), which serves as the general partner of Opportunity Master;
(iii) Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"), which serves as the investment manager to Opportunity Master; and
(iv) Michael Simanovsky, an individual, who serves as sole managing member of Conversant GP and Conversant Capital.
Opportunity Master, Conversant GP, Conversant Capital, and Mr. Simanovsky are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1), not as members of a group.
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is 25 Deforest Ave., Summit, NJ 07901.
(c)
Citizenship:
Opportunity Master is organized under the laws of the Cayman Islands. Conversant GP and Conversant Capital are organized under the laws of the State of Delaware. Mr. Simanovsky is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
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:
See Item 9 of the attached cover pages.
(b)
Percent of class:
See Item 11 of the attached cover pages.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of the attached cover pages.
(ii) Shared power to vote or to direct the vote:
See Item 6 of the attached cover pages.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the attached cover pages.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the attached cover pages.
The percentages used herein are calculated based upon 101,465,286 shares of Common Stock reported to be outstanding on May 12, 2026 in the Form 10-Q filed by the Company with the Securities and Exchange Commission on May 15, 2026.
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The information in Item 2 is hereby incorporated by reference.
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.
Conversant Capital LLC
Signature:
/s/ Paul Dumaine
Name/Title:
Paul Dumaine, General Counsel and Chief Compliance Officer of Conversant GP Holdings LLC, the general partner of Conversant Capital LLC
Date:
07/20/2026
Conversant Opportunity Master Fund LP
Signature:
/s/ Paul Dumaine
Name/Title:
Paul Dumaine, General Counsel and Chief Compliance Officer
Date:
07/20/2026
Conversant GP Holdings LLC
Signature:
/s/ Paul Dumaine
Name/Title:
Paul Dumaine, General Counsel and Chief Compliance Officer
Date:
07/20/2026
Michael Simanovsky
Signature:
/s/ Paul Dumaine
Name/Title:
Paul Dumaine, Attorney-in-fact for Michael J. Simanovsky
