Welcome to our dedicated page for New ERA Energy & Digital SEC filings (Ticker: NUAIW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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New ERA Energy & Digital, Inc. (NUAI) is the subject of a Schedule 13G jointly filed by Kent C. McCarthy, KCM Capital, Inc., and AMC Fund, L.P. The group reports beneficial ownership of 5,400,000 shares of common stock by Mr. McCarthy, equal to 5.1% of the class. Of this, 50,000 shares are held individually by Mr. McCarthy and 5,350,000 shares are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., in turn controlled by Mr. McCarthy. KCM Capital and AMC Fund each report beneficial ownership of 5,350,000 shares, or 5.0% of the common stock. The ownership percentages are based on 106,559,339 shares of common stock outstanding as of August 10, 2026.
New Era Energy & Digital, Inc. is providing a business update on its Texas Critical Data Center (TCDC) project in Odessa, Texas. The company has secured key construction permits, including a Development Structure Permit and Drive Approach Permit, and received a Notice of Intent approval from TCEQ to begin grading, reducing site development risk. The TCDC campus now covers 493 acres, including a recently acquired 54-acre corridor.
Power capacity for TCDC Phases 1 and 2 has been expanded to about 757 MW, combining 207 MW in Phase 1 and a targeted 550 MW in Phase 2 under a standard air permit filed with TCEQ. A Phase 1 power purchase agreement is in advanced negotiations and would place the Phase 1 power position directly in New Era’s name, with both phases structured as islanded, behind-the-meter operations.
For funding, New Era reports $84 in cash, cash equivalents and restricted cash as of June 30, 2026, and access to a Macquarie project-level facility of up to $290 million, with $270 million undrawn. The company indicates Phase 1 equity is more than covered by existing liquidity and facility capacity and expects most project capital to be raised at the asset level. As of August 10, 2026, common shares outstanding total 106,559,339, with 121,824,660 fully diluted shares, reflecting recent equity offerings, warrant exercises and new awards.
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.
New Era Energy & Digital, Inc. reported very small commodity revenues alongside a much larger cost base as it pivots from legacy natural gas into AI-focused data center infrastructure. For the six months ended June 30, 2026, revenue was $551,084 while the net loss widened to $31.3 million, driven largely by $25.3 million of general and administrative expenses, including significant stock-based compensation.
Total assets rose sharply to $174.7 million, including about $80.4 million of land tied mainly to its 493‑acre TCDC data center campus. Cash and cash equivalents increased to $69.8 million, with total cash, equivalents and restricted cash of $84.8 million, supported by a $112.5 million underwritten equity offering, $26.2 million of warrant exercises, and a $20.0 million draw on a Macquarie term loan facility of up to $290.0 million.
Management now reports a working capital surplus of $82.9 million and concludes that prior substantial doubt about going concern has been alleviated. The quarter also included a $70 million TCDC asset acquisition, a $1.0 million environmental settlement accrual, a shareholder class action disclosure, and a restatement of prior Q1 2026 results related to performance stock unit accounting and fee classification.
New Era Energy & Digital, Inc. filed an amended quarterly report to restate its unaudited results for the three months ended March 31, 2026 due to errors in stock-based compensation and transaction cost accounting. Grant-date fair value for performance stock units was revised to $57.3 million, increasing Q1 2026 stock-based compensation to $5.2 million and contributing to a restated net loss of $10.8 million, or $(0.19) per share.
Reclassifying $1.63 million of legal and accounting fees from expense to capitalized or deferred costs increased total assets by $1.33 million and stockholders’ equity by $1.45 million. Despite this, the company reported a $57.2 million working capital deficit and disclosed that its liquidity position raises substantial doubt about its ability to continue as a going concern.
Management and the audit committee concluded the original Q1 2026 financial statements should no longer be relied upon and identified material weaknesses in internal control over financial reporting related to share-based payment valuation and expense attribution, and to the review and classification of professional and transaction costs.
New Era Energy & Digital, Inc. received an updated Schedule 13G/A (Amendment No. 1) from affiliated broker-dealers G1 Execution Services, LLC and Susquehanna Securities, LLC regarding their holdings of common stock. Together, the reporting persons state beneficial ownership of 4,248,731 Shares, representing 4.2% of the outstanding common stock.
The reported position includes warrants to purchase 4,405 Shares held by G1 Execution Services, LLC and options to buy 4,213,600 Shares held by Susquehanna Securities, LLC. Based on the company’s prospectus, there were 101,290,928 Shares outstanding as of May 14, 2026. The firms report both sole and shared voting and dispositive power over these Shares and each disclaims beneficial ownership of Shares held directly by the other.
Hood River Capital Management LLC reported beneficial ownership of common stock of New Era Energy & Digital Inc. as of June 30, 2026. Hood River beneficially owned 8,596,985 shares of common stock, representing 8.49% of the class.
The reporting person disclosed no sole or shared voting power over these shares, but reported sole dispositive power over 8,596,985 shares and no shared dispositive power. The securities relate to the issuer’s common stock identified by CUSIP 64428N109.
New Era Energy & Digital, Inc. reports that its unaudited condensed consolidated financial statements for the quarter ended March 31, 2026 must be restated and should no longer be relied upon. The Audit Committee reached this determination on July 24, 2026 after consultation with management and the independent auditor, Weaver and Tidwell, L.L.P.
The restatement stems from errors in the classification of professional fees related to acquisition and financing transactions and from errors in accounting under ASC Topic 718 for performance stock units granted to certain executive officers. Management is also evaluating the accounting for the January 16, 2026 acquisition of the remaining 50% interest in Texas Critical Data Centers, LLC, including fair value components, and the combined impact of all issues may be material. The errors affect net loss, net loss per share, total assets, total liabilities, total stockholder’s equity, and the presentation of cash flow and equity statements, but do not affect the company’s cash position or income taxes due to a full valuation allowance. Disclosure controls and procedures had already been deemed ineffective with a material weakness in internal control over financial reporting, and investors are directed to rely only on the forthcoming Form 10‑Q/A and future SEC filings for the affected period.
BlackRock, Inc. reported beneficial ownership of common stock of New ERA Energy & Digital, Inc. as of June 30, 2026. BlackRock disclosed beneficial ownership of 6,224,612 shares of common stock, representing 6.1% of the class. It reported 6,058,800 shares with sole power to vote and 6,224,612 shares with sole power to dispose, with no shared voting or dispositive power.
The filing explains that the reported holdings reflect securities beneficially owned, or deemed beneficially owned, by certain business units of BlackRock and its subsidiaries and affiliates, excluding other disaggregated units. Various underlying clients or persons may have rights to dividends or sale proceeds, but no single person has more than 5% of the outstanding common shares. The schedule is signed by a BlackRock managing director, with a Power of Attorney and a subsidiary-identification exhibit referenced.
New Era Energy & Digital, Inc. entered into a Waiver and Consent Letter with Macquarie Equipment Capital Inc. on July 17, 2026, amending the Term Loan Agreement dated April 8, 2026. Macquarie agreed to waive certain requirements under the existing term loan.
Under the Consent Letter, the parties extended the timeframe for New Era Energy & Digital to establish an at-the-market program on an effective registration statement with an aggregate offering price of at least $100 million. The company is now required to put this program in place within 60 days after receiving written notice from Macquarie or its permitted successors and assigns, or, under certain circumstances, within five business days following the filing of its next quarterly or annual periodic report.