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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.
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.
New Era Energy & Digital, Inc. entered into and later amended a $5,000,000 promissory note with major shareholder Zachary Yi Zhou. The April 6, 2026 Amended and Restated Note carries 5.00% annual interest and will mature on the earliest of several financing or project-related events, or September 30, 2026.
At the Maturity Date, the note will convert into common stock. If a Qualified Equity Financing occurs, the conversion price will match the public offering price in that financing. Otherwise, it will be based on the average volume weighted average price over the 30 trading days before maturity.
The note may be prepaid in shares of common stock and includes a repayment premium equal to 1.02 times amounts due at maturity. The deal was reviewed and approved by the Audit Committee and Board and results in an unregistered sale of equity securities and a direct financial obligation to a shareholder who beneficially owns more than 5% of the company’s common stock.
New Era Energy & Digital, Inc. entered into and later amended a $5,000,000 promissory note with major shareholder Zachary Yi Zhou. The April 6, 2026 Amended and Restated Note carries 5.00% annual interest and will mature on the earliest of several financing or project-related events, or September 30, 2026.
At the Maturity Date, the note will convert into common stock. If a Qualified Equity Financing occurs, the conversion price will match the public offering price in that financing. Otherwise, it will be based on the average volume weighted average price over the 30 trading days before maturity.
The note may be prepaid in shares of common stock and includes a repayment premium equal to 1.02 times amounts due at maturity. The deal was reviewed and approved by the Audit Committee and Board and results in an unregistered sale of equity securities and a direct financial obligation to a shareholder who beneficially owns more than 5% of the company’s common stock.
New Era Energy & Digital, Inc. furnished an investor presentation describing its strategy to build large-scale AI and high-performance computing data center campuses. The flagship Texas Critical Data Centers campus targets more than 1 GW of capacity, with an additional New Mexico site bringing estimated total planned capacity to about 8 GW.
The company highlights its ATOM modular data center platform, designed for high-density AI workloads, hybrid liquid cooling and petabit-scale networking. A GP/LP project financing model is outlined, with New Era as sponsor and institutional partners providing most capital at the SPV level.
The presentation notes fully diluted shares outstanding of 82,333,225, including 56,775,187 total common shares as of March 8, 2026, executive equity awards, warrants and convertible debt linked to the acquisition of the remaining 50% of its TCDC interest from SharonAI for an agreed aggregate purchase price of $70 million in cash, equity and a senior secured convertible note.
New Era Energy & Digital, Inc. furnished an investor presentation describing its strategy to build large-scale AI and high-performance computing data center campuses. The flagship Texas Critical Data Centers campus targets more than 1 GW of capacity, with an additional New Mexico site bringing estimated total planned capacity to about 8 GW.
The company highlights its ATOM modular data center platform, designed for high-density AI workloads, hybrid liquid cooling and petabit-scale networking. A GP/LP project financing model is outlined, with New Era as sponsor and institutional partners providing most capital at the SPV level.
The presentation notes fully diluted shares outstanding of 82,333,225, including 56,775,187 total common shares as of March 8, 2026, executive equity awards, warrants and convertible debt linked to the acquisition of the remaining 50% of its TCDC interest from SharonAI for an agreed aggregate purchase price of $70 million in cash, equity and a senior secured convertible note.
New Era Energy & Digital, Inc. is asking stockholders at an April 15, 2026 virtual special meeting to approve issuing additional common shares above a 19.99% “Share Cap” tied to its acquisition of SharonAI, Inc.’s interest in Texas Critical Data Centers LLC (TCDC).
The TCDC interest was bought for $70 million, including $10 million cash, $10 million in equity securities and a $50 million senior secured convertible note. Nasdaq Rules 5635(a) and 5635(b) require approval if share issuance reaches at least 20% of outstanding stock or could be viewed as a change of control.
As of March 3, 2026, there were 56,575,187 common shares outstanding, implying a Share Cap of about 11,315,037 shares. If Proposal One is approved, the company can use stock beyond this cap to satisfy acquisition consideration, which could significantly dilute existing holders but helps preserve cash.
If Proposal One is not approved, any consideration above the Share Cap must be paid in cash, which may force the company to raise additional funding and could trigger default risk on the convertible note if cash cannot be raised. Proposal Two would allow adjournment of the meeting to gather more votes in favor of Proposal One.
New Era Energy & Digital, Inc. is asking stockholders at an April 15, 2026 virtual special meeting to approve issuing additional common shares above a 19.99% “Share Cap” tied to its acquisition of SharonAI, Inc.’s interest in Texas Critical Data Centers LLC (TCDC).
The TCDC interest was bought for $70 million, including $10 million cash, $10 million in equity securities and a $50 million senior secured convertible note. Nasdaq Rules 5635(a) and 5635(b) require approval if share issuance reaches at least 20% of outstanding stock or could be viewed as a change of control.
As of March 3, 2026, there were 56,575,187 common shares outstanding, implying a Share Cap of about 11,315,037 shares. If Proposal One is approved, the company can use stock beyond this cap to satisfy acquisition consideration, which could significantly dilute existing holders but helps preserve cash.
If Proposal One is not approved, any consideration above the Share Cap must be paid in cash, which may force the company to raise additional funding and could trigger default risk on the convertible note if cash cannot be raised. Proposal Two would allow adjournment of the meeting to gather more votes in favor of Proposal One.
New ERA Energy & Digital, Inc. received an amended Schedule 13G from Co-CEO Zachary Zhou, reporting significant ownership of its common stock. Zhou beneficially owns 5,328,495 shares of common stock, representing 9.9% of the class, and holds sole voting and dispositive power over 5,078,495 shares. The filing, tied to an event dated December 15, 2025, is made on a passive basis, with Zhou certifying that the securities were not acquired and are not held for the purpose of changing or influencing control of the company.
New ERA Energy & Digital, Inc. received an amended Schedule 13G from Co-CEO Zachary Zhou, reporting significant ownership of its common stock. Zhou beneficially owns 5,328,495 shares of common stock, representing 9.9% of the class, and holds sole voting and dispositive power over 5,078,495 shares. The filing, tied to an event dated December 15, 2025, is made on a passive basis, with Zhou certifying that the securities were not acquired and are not held for the purpose of changing or influencing control of the company.
New Era Energy & Digital, Inc. is registering 8,560,000 shares of common stock for resale by a single selling stockholder, ATW AI Infrastructure II LLC. The shares are issuable upon exercise of a Second Tranche Warrant and will be sold from time to time under this prospectus.
The company is not selling shares in this offering and will not receive proceeds from resales, though it would receive cash if Investor Warrants are exercised. New Era Energy & Digital has pivoted from legacy natural gas operations to develop large-scale AI-focused data center campuses, starting with its Texas Critical Data Centers project in the Permian Basin.
New Era Energy & Digital, Inc. is registering 8,560,000 shares of common stock for resale by a single selling stockholder, ATW AI Infrastructure II LLC. The shares are issuable upon exercise of a Second Tranche Warrant and will be sold from time to time under this prospectus.
The company is not selling shares in this offering and will not receive proceeds from resales, though it would receive cash if Investor Warrants are exercised. New Era Energy & Digital has pivoted from legacy natural gas operations to develop large-scale AI-focused data center campuses, starting with its Texas Critical Data Centers project in the Permian Basin.
New ERA Energy & Digital, Inc. shareholder Hanju Yang has filed a Schedule 13G reporting a significant passive ownership position in the company’s common stock.
Yang beneficially owns 5,176,177 shares, representing 9.7% of the outstanding common stock, with sole voting and dispositive power over 4,575,777 shares. The difference reflects call options held with various exercise prices and expiration dates. Yang certifies the holdings are not intended to change or influence control of the company.
New ERA Energy & Digital, Inc. shareholder Hanju Yang has filed a Schedule 13G reporting a significant passive ownership position in the company’s common stock.
Yang beneficially owns 5,176,177 shares, representing 9.7% of the outstanding common stock, with sole voting and dispositive power over 4,575,777 shares. The difference reflects call options held with various exercise prices and expiration dates. Yang certifies the holdings are not intended to change or influence control of the company.
New Era Energy & Digital, Inc. filed a current report describing that, in connection with its previously announced strategic pivot away from legacy natural gas operations, it is focusing on owning and developing next-generation digital infrastructure and integrated power assets. To align its public reporting with this shift, the company is providing updated business and risk factor disclosures, which are included as Exhibits 99.1 and 99.2 and incorporated by reference into this report.