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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.
New Era Energy & Digital, Inc. is registering up to $350,000,000 of common stock, preferred stock, debt securities, warrants, units and rights under a shelf registration, allowing it to raise capital over time on flexible terms. A related resale registration covers 19,267,595 shares of common stock held or issuable to selling stockholders, 5,750,000 shares of common stock issuable upon exercise of Public Tradeable Warrants, and 20,289 Private Tradeable Warrants. The company will not receive proceeds from stockholder resales, but will receive cash if warrants are exercised. New Era Energy & Digital has pivoted from legacy natural gas operations to developing AI-focused data center campuses, led by its Texas Critical Data Centers project in the Permian Basin, designed for over 1 gigawatt of potential compute capacity with initial power targeted as early as the end of 2027.
New Era Energy & Digital, Inc. is registering up to $350,000,000 of common stock, preferred stock, debt securities, warrants, units and rights under a shelf registration, allowing it to raise capital over time on flexible terms. A related resale registration covers 19,267,595 shares of common stock held or issuable to selling stockholders, 5,750,000 shares of common stock issuable upon exercise of Public Tradeable Warrants, and 20,289 Private Tradeable Warrants. The company will not receive proceeds from stockholder resales, but will receive cash if warrants are exercised. New Era Energy & Digital has pivoted from legacy natural gas operations to developing AI-focused data center campuses, led by its Texas Critical Data Centers project in the Permian Basin, designed for over 1 gigawatt of potential compute capacity with initial power targeted as early as the end of 2027.
New Era Energy & Digital, Inc. completed a $70 million acquisition of SharonAI’s equity interests in Texas Critical Data Centers LLC. The price includes $10 million in cash, $10 million in equity securities to be issued in the company’s next equity financing, and a $50 million senior secured convertible promissory note, with the entire consideration subject to a 19.99% ownership cap.
The Convertible Note bears 10% annual interest, matures on June 30, 2026, and is secured by the company’s ownership in TCDC and TCDC’s assets. SharonAI may convert 20% of the note into common stock at a 30‑day VWAP, with a floor of 20% of the closing market price. Using a $4.33 closing price on January 16, 2026 and a floor price of $0.87, the maximum number of shares issuable under the note is about 11.5 million.
Through a Waiver and Consent with ATW AI Infrastructure II LLC, the company reduced the exercise price of existing First Tranche Warrants to $2.00, increasing the maximum shares issuable under those warrants to 5 million, and agreed to negotiate up to $60 million of convertible preferred stock subject to a 4.99% ownership cap.
New Era Energy & Digital, Inc. completed a $70 million acquisition of SharonAI’s equity interests in Texas Critical Data Centers LLC. The price includes $10 million in cash, $10 million in equity securities to be issued in the company’s next equity financing, and a $50 million senior secured convertible promissory note, with the entire consideration subject to a 19.99% ownership cap.
The Convertible Note bears 10% annual interest, matures on June 30, 2026, and is secured by the company’s ownership in TCDC and TCDC’s assets. SharonAI may convert 20% of the note into common stock at a 30‑day VWAP, with a floor of 20% of the closing market price. Using a $4.33 closing price on January 16, 2026 and a floor price of $0.87, the maximum number of shares issuable under the note is about 11.5 million.
Through a Waiver and Consent with ATW AI Infrastructure II LLC, the company reduced the exercise price of existing First Tranche Warrants to $2.00, increasing the maximum shares issuable under those warrants to 5 million, and agreed to negotiate up to $60 million of convertible preferred stock subject to a 4.99% ownership cap.
New ERA Energy & Digital, Inc. seeks shareholder approval for several capital and governance actions. The company proposes to increase authorized shares to 3,000,000,000 total (consisting of 2,995,000,000 Common Stock and 5,000,000 preferred shares); approve amendments to its equity purchase financing agreement (EPFA) with ATW AI Infrastructure LLC; and authorize a reverse stock split with a variable Split Ratio between 1-for-1 and 100-for-1 to be implemented within 12 months at the Board's discretion. The EPFA contemplates share issuances to ATW subject to volume limits and pricing equal to 95% of specified low or VWAP measures. The company also seeks ratification of auditors and describes Nasdaq minimum bid price noncompliance procedures, including a cure period ending November 12, 2025 and potential delisting if deficiencies are not remedied.