New ERA Energy & Digital (NASDAQ: NUAI) — Caracola Ventures reports 2.71M shares (5.1%)

Rhea-AI Filing Summary

New ERA Energy & Digital, Inc. Schedule 13G: Caracola Ventures Corp. reports beneficial ownership of 2,711,600 shares of Common Stock, representing approximately 5.1% of the class as of January 23, 2026. The holding comprises 1,200,000 shares held directly and 1,511,600 shares underlying call options exercisable within 60 days. The percentage is calculated using 53,623,529 shares outstanding as of January 21, 2026, cited from the issuer's prospectus.

Insights

Registered Securities Analyst

Institutional holder discloses a 5.1% stake via direct shares and near-term exercisable options.

Caracola Ventures reports a combined position of 2,711,600 shares, split between 1.2M directly held shares and 1.5116M options exercisable within 60 days. The filing follows Schedule 13G disclosure rules for passive investors.

The effective ownership is anchored to the issuer's prospectus outstanding count of 53,623,529 shares as of January 21, 2026. Future conversion of the options would increase beneficial ownership; timing is set by the 60-day exercisability window stated in the filing.

Corporate Governance Specialist

Filing clarifies control and voting power rests with Caracola Ventures and its sole owner/director.

The report states Caracola Ventures has sole voting and dispositive power over 2,711,600 shares. Alan Bialobroda is identified as the sole owner and director of the reporting entity and signed the filing.

This Schedule 13G is informational under passive-investor disclosure; it does not indicate planned acquisitions or sales. Any change in intent or active involvement would require a different filing form.

Key Figures

Beneficial ownership: 2,711,600 shares Directly held shares: 1,200,000 shares Options exercisable: 1,511,600 shares +2 more

5 metrics

Beneficial ownership 2,711,600 shares Reported as of January 23, 2026

Directly held shares 1,200,000 shares Held directly by Caracola Ventures Corp.

Options exercisable 1,511,600 shares Call options exercisable within 60 days

Percent of class 5.1% Calculated using 53,623,529 shares outstanding as of January 21, 2026

Shares outstanding 53,623,529 shares As of January 21, 2026 per issuer prospectus

Key Terms

Schedule 13G, beneficial owner, call options exercisable within 60 days

3 terms

Schedule 13G regulatory

"Caracola Ventures Corp. files a Schedule 13G reporting beneficial ownership"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficial owner financial

"the Reporting Person may be deemed the beneficial owner of 2,711,600 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 exercisable within 60 days financial

"1,511,600 Shares underlying call options that are exercisable within 60 days"

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

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Accepted by SEC EDGAR 04/07/2026 - 10:45 AM Learn about SEC filing dates

FAQ

How many NUAI shares does Caracola Ventures (CVC) report owning?

Caracola Ventures reports beneficial ownership of 2,711,600 shares of NUAI. This total includes 1,200,000 shares held directly and 1,511,600 shares underlying call options exercisable within 60 days, per the Schedule 13G disclosure.

What percentage of NUAI does CVC own and how is it calculated?

CVC reports owning approximately 5.1% of NUAI's outstanding shares. That percentage uses 53,623,529 shares outstanding as of January 21, 2026, cited in the issuer's prospectus on Form 424B3.

What portion of CVC's position is from options for NUAI?

Options account for 1,511,600 of the 2,711,600 shares reported by CVC. The filing states these are call options exercisable within 60 days, which contribute to the reported beneficial ownership.

Who is the reporting person and who signed the Schedule 13G for NUAI?

The reporting person is Caracola Ventures Corp. (CVC), a British Virgin Islands entity. The filing is signed by Alan Bialobroda, identified as CVC's sole owner and director, dated April 7, 2026.

Does the Schedule 13G indicate CVC will actively trade NUAI shares?

No active-trading intent is stated in the Schedule 13G; it reports passive beneficial ownership. The filing documents current holdings and exercisable options but does not disclose plans to buy or sell.

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)

01/23/2026

(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 2,711,600.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,711,600.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,711,600.00

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)

5.1 %

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) 1,200,000 Shares held directly and (ii) 1,511,600 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 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: As of January 23, 2026, the Reporting Person may be deemed the beneficial owner of 2,711,600 Shares. This amount consists of (i) 1,200,000 Shares held directly and (ii) 1,511,600 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 January 23, 2026, the Reporting Person may be deemed to beneficially own approximately 5.1% of the Shares outstanding. The percentage set forth herein is calculated based on 53,623,529 Shares outstanding as of January 21, 2026, as reported in the Issuer's prospectus on Form 424B3 filed with the Securities and Exchange Commission on February 2, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,711,600.00
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 2,711,600.00
	(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:	04/07/2026