Form 8-K

8-K — New ERA Energy & Digital, Inc.

Accession: 0001213900-26-037454

Filed: 2026-03-31

Period: 2026-03-25

CIK: 0002028336

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0284116-8k_newera.htm (Primary)

EX-4.1 — PROMISSORY NOTE, DATED MARCH 25, 2026 (ea028411601ex4-1.htm)

EX-10.1 — AMENDMENT TO SPECIAL WARRANTY DEED (235 ACRES), DATED MARCH 25, 2026, BY AND BETWEEN TEXAS CRITICAL DATA CENTERS LLC AND ODESSA INDUSTRIAL DEVELOPMENT CORPORATION D/B/A GROW ODESSA (ea028411601ex10-1.htm)

EX-10.2 — AMENDMENT TO SPECIAL WARRANTY DEED (205 ACRES), DATED MARCH 25, 2026, BY AND BETWEEN TEXAS CRITICAL DATA CENTERS LLC AND ODESSA INDUSTRIAL DEVELOPMENT CORPORATION D/B/A GROW ODESSA (ea028411601ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0284116-8k_newera.htm · Sequence: 1

false

0002028336

2026-03-25

0002028336

us-gaap:CommonStockMember

2026-03-25

0002028336

NUAI:WarrantsMember

2026-03-25

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 25, 2026

NEW

ERA ENERGY & DIGITAL, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-42433

99-3749880

(State

or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

200

N. Loraine Street, Suite 1324

Midland,

TX 79701

(Address

of principal executive office and Zip Code)

(432)

695-6997

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

NUAI

The Nasdaq Stock Market LLC

Warrants

NUAIW

The Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Amendment

to Special Warranty Deeds

March 25, 2026, Texas Critical Data Centers LLC (“TCDC”), a wholly owned subsidiary of New Era Energy & Digital,

Inc. (the “Company”), and Odessa Industrial Development Corporation, d/b/a Grow Odessa (“Grow Odessa”),

entered into (i) an amendment to that certain Special Warranty Deed recorded as Document No. 2025-00014469 in the Official Public Records

of Ector County, Texas and (ii) an amendment to that certain Special Warranty Deed recorded as Document No. 2025-00024528 in the Official

Public Records of Ector County, Texas (collectively, the “Deed Amendments”), providing for, among other things, the

elimination of certain rights of Grow Odessa to repurchase the property described in the Special Warranty Deeds from TCDC. In connection

with the Deed Amendments, TCDC agreed to pay Grow Odessa an aggregate amount equal to $4,347,500, of which $3,347,500 is payable in the

form of a promissory note (the “Promissory Note”) and $1,000,000 is payable in cash.

The

foregoing description of the Deed Amendments and the Promissory Note does not purport to be complete and is qualified in its entirety

by reference to the Deed Amendments and the Promissory Note, copies of which are filed herewith as Exhibit 4.1, 10.1 and 10.2 and are

incorporated by reference herein.

Item

3.02 Unregistered Sales of Equity Securities.

March 31, 2026, pursuant to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated

January 16, 2026, by and between the Company and SharonAI, Inc. (“SharonAI”), the Company issued 2,091,351 shares

of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to SharonAI as part of the

aggregate purchase price under the Purchase Agreement. The shares of Common Stock were issued to SharonAI upon an exemption from registration

pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description

4.1

Promissory Note, dated March 25, 2026.

10.1

Amendment to Special Warranty Deed (235 Acres), dated March 25, 2026, by and between Texas Critical Data Centers LLC and Odessa Industrial Development Corporation d/b/a Grow Odessa.

10.2

Amendment to Special Warranty Deed (205 Acres), dated March 25, 2026, by and between Texas Critical Data Centers LLC and Odessa Industrial Development Corporation d/b/a Grow Odessa.

EX-104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

NEW ERA ENERGY & DIGITAL, INC.

Date: March 31, 2026

By:

/s/ E. Will Gray II

E. Will Gray II

Chief Executive Officer

EX-4.1 — PROMISSORY NOTE, DATED MARCH 25, 2026

EX-4.1

Filename: ea028411601ex4-1.htm · Sequence: 2

Exhibit 4.1

PROMISSORY

NOTE

$3,347,500.00

March 25, 2026

WHEREAS,

Texas Critical Data Centers, LLC (“TCDC” or “Property Owner”) and Odessa Industrial Development

Corporation d/b/a Grow Odessa (“Grow Odessa” or “Note Holder”) are parties to that certain Special

Warranty Deed recorded as Document No. 2025-00014469 in the Official Public Records of Ector County, Texas (the "235 Acre Deed"),

and that certain Special Warranty Deed recorded as Document No. 2025-00024528 in the Official Public Records of Ector County, Texas (the

"205 Acre Deed", and together with the 235 Acre Deed, collectively, the “Deeds”), whereby Grow Odessa

conveyed certain real property described therein (the "Property") to TCDC;

WHEREAS,

incorporated in such Deeds are the right to repurchase the Property granted to Grow Odessa upon the failure by TCDC of certain Triggering

Events (as defined in the Deeds);

WHEREAS,

the parties desire to amend the Deeds (the “Deed Amendments”) to incorporate the development schedule of the Property

and to provide TCDC with better guidance within the Deeds and other clarifying changes;

WHEREAS,

in connection with such Deed Amendments, the parties intend to eliminate in their entirety Grow Odessa's right to repurchase the Property

upon failure of any of the existing Triggering Events and to replace it with a single, narrower repurchase right permitting Grow Odessa

to repurchase the Property only if TCDC fails to begin construction of Phase I of its project upon the Property within two (2) years

after the date the Deed Amendments are recorded;

WHEREAS,

as part of the consideration for the Deed Amendments and the elimination and limitation of the foregoing repurchase rights, TCDC has

agreed to pay Grow Odessa Four Million Three Hundred Forty-Seven Thousand Five Hundred and No/100 Dollars ($4,347,500.00), of which One

Million and No/100 Dollars ($1,000,000.00) is due and payable upon execution of the related transaction documents.

FOR

VALUE RECEIVED, TCDC promises to pay to Grow Odessa the principal sum of Three Million Three Hundred Forty-Seven Thousand Five Hundred

and No/100 Dollars ($3,347,500.00) together with interest prior to maturity on the unpaid principal balance of this Promissory Note (this

“Note”) outstanding from time to time at the rate(s) described below, until July 20, 2026 (the “Maturity

Date”), when the remaining principal balance, all accrued and unpaid interest hereon and any and all other amounts due and

payable hereunder are due and payable in full.

This

Note is being executed and delivered solely to evidence the deferred portion of the cash consideration described above and as part of

the parties' broader agreement to narrow the circumstances under which Grow Odessa may repurchase the Property.

The

outstanding principal balance hereunder shall accrue interest based on a fixed annual rate equal to 3.7% (the “Base Rate”).

The outstanding principal balance interest shall be calculated on a 360-day per year basis, compounded annually.

Property

Owner may prepay the amounts outstanding under this Note at any time prior to the Maturity Date.

From

and after the Maturity Date or upon the occurrence and during the continuance of an Event of Default, interest shall accrue on the unpaid

principal balance during any such period at the lesser of (i) 10% or (ii) the maximum annual rate provided by Texas law (the

“Default Rate”). The interest accruing under this paragraph in excess of the Base Rate shall be immediately due and

payable by Property Owner to Note Holder upon demand and shall be additional indebtedness evidenced by this Note. Note Holder shall be

entitled to collect all reasonable costs and expenses of collection and suit, including, but not limited to, reasonable attorneys’

fees. Note Holder agrees that payments of any amounts hereunder shall be deemed paid upon receipt by Note Holder.

Time

is of the essence of this Note. To the extent not prohibited by applicable law, Property Owner, for itself and its successors and assigns,

expressly waives presentment, demand, protest, notice of dishonor, and any and all other notices, demands, and consents in connection

with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any extensions of time, renewals,

releases of any party to or guarantor of this Note, waivers, and any other modifications that may be granted or consented to by Note

Holder from time to time in respect of the time of payment or any other provision of this Note.

Wherever

possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under applicable law, but if

any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of

such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or

failure on the part of Note Holder in the exercise of any right or remedy provided herein shall operate as a waiver thereof.

Neither

party may assign, transfer, delegate, or otherwise convey this Note, in whole or in part, whether voluntarily, by operation of law, or

otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed.

Any purported assignment in violation of this provision shall be null and void and of no force or effect. This Note shall be binding

upon and inure to the benefit of the parties and their respective permitted successors and assigns.

The

terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of Property

Owner and Note Holder. This Note and all benefits hereunder, including all obligations and duties owing to Note Holder by Property Owner,

are freely transferrable and assignable by Note Holder without Property Owner’s consent to any such transfer or assignment, and

Property Owner hereby expressly waives any objection thereto.

Property

Owner and Note Holder hereby consent to the jurisdiction of any state court located within Ector County, Texas, or the United States

District Court for the applicable District of Texas. Nothing contained herein should be deemed to affect the parties’ right to

remove to Federal Court within the applicable District of Texas.

THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF PROPERTY OWNER AND NOTE HOLDER (BY ITS ACCEPTANCE HEREOF) HEREBY KNOWINGLY, VOLUNTARILY,

AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION BASED UPON OR ARISING

UNDER THIS NOTE OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DISCUSSIONS,

DEALINGS, OR ACTIONS OF THE PARTIES TO THIS NOTE (WHETHER ORAL OR WRITTEN) WITH RESPECT THERETO, OR TO THE TRANSACTIONS RELATED THERETO,

IN EACH CASE WHETHER NOW EXISTING OR HEREINAFTER ARISING, AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS,

BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF PROPERTY OWNER AND NOTE HOLDER (BY ITS ACCEPTANCE HEREOF)

HEREBY CONSENTS AND AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY A TRIAL COURT WITHOUT A JURY,

AND THAT EITHER PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY HEREOF WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER

PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. PROPERTY OWNER AND NOTE HOLDER (BY ITS ACCEPTANCE HEREOF) EACH ACKNOWLEDGES AND AGREES

THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF THIS NOTE) AND THAT THIS PROVISION

IS A MATERIAL INDUCEMENT FOR NOTE HOLDER IN MAKING THE FINANCING. PROPERTY OWNER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED

IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED

BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

is expressly stipulated and agreed to be the intent of Property Owner and Note Holder at all times to comply strictly with the applicable

Texas law, or federal law (if applicable), governing the maximum rate or amount of interest payable on the indebtedness evidenced by

this Note. All agreements in this Note, whether now existing or hereafter arising and whether written or oral, are expressly limited

so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby, prepayment,

or otherwise, shall the amount agreed to be paid hereunder for the use, forbearance, or detention of money exceed the maximum nonusurious

interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness

evidenced by this Note and as provided for herein, under the laws of such state or states whose laws are held by any court of competent

jurisdiction to govern the interest rate provisions of the Loan (the “Maximum Legal Rate”). To the extent Chapter

303 of the Texas Finance Code and its successor statutes and amendments, as then in effect (collectively, the “Statute”),

are applicable, the “weekly ceiling” specified in the Statute, as selected by Note Holder, is the applicable ceiling. Note

Holder may, in accordance with and to the extent permitted by applicable law, at its option and from time to time revise its election

of the applicable “rate ceiling” as to current and future balances outstanding, and may use the “quarterly ceiling”

or the “monthly ceiling” from time to time in effect, as such terms are defined in the Statute, or any other legally available

“ceilings” as the Maximum Legal Rate under Texas or other applicable law. If the Maximum Legal Rate as determined under any

applicable federal law shall at any time exceed the maximum rate of interest as determined under applicable Texas law, then to the extent

permitted by law, the applicable federal rate shall be deemed controlling for purposes of determining the Maximum Amount during such

period of time. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulate certain revolving credit loan

accounts and revolving triparty accounts) apply to the indebtedness evidenced hereby. This paragraph will control all agreements between

Property Owner and Note Holder. If, from any circumstance whatsoever (including the receipt of any late charge or similar amount), fulfillment

of any provision of this Note or any other Financing Document at the time performance of such provision shall be due shall involve exceeding

any usury limit prescribed by law that a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligations

to be fulfilled shall be reduced to allow compliance with such limit, and if, from any circumstance whatsoever, Note Holder shall ever

receive anything of value deemed interest in an amount that would exceed the highest lawful rate, the receipt of such excess shall be

deemed a mistake and shall be canceled automatically or, if theretofore paid, such excess shall be credited against the principal amount

of the indebtedness evidenced hereby to which the same may lawfully be credited, and any portion of such excess not capable of being

so credited shall be refunded immediately to Property Owner. Property Owner hereby agrees that, as a condition precedent to any claim

seeking usury penalties against Note Holder, Property Owner will provide written notice to Note Holder, advising Note Holder in reasonable

detail of the nature and amount of the violation, and Note Holder shall have sixty (60) days after receipt of such notice in which to

correct such usury violation, if any, by either refunding such excess interest to Property Owner or crediting such excess interest against

this Note and/or the indebtedness evidenced hereby then owing by Property Owner to Note Holder. All interest contracted for, charged,

taken, reserved, paid or agreed to be paid to Note Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated

and spread throughout the full term of this Note, including any extensions and renewals hereof until payment in full of the principal

balance of this Note so that the interest thereon for such full term will not exceed at any time the Maximum Legal Rate.

This

Note shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to conflict of laws

principles.

[Remainder

of Page Intentionally Left Blank; Signature Pages Follow]

WITNESS WHEREOF, the undersigned has caused this Note to be executed effective as of the date first noted above.

PROPERTY OWNER:

TEXAS CRITICAL DATA CENTERS, LLC,

a Delaware limited liability company

By:

/s/ E. Will Gray II

Name:

E. Will Gray II

Title:

Manager

EX-10.1 — AMENDMENT TO SPECIAL WARRANTY DEED (235 ACRES), DATED MARCH 25, 2026, BY AND BETWEEN TEXAS CRITICAL DATA CENTERS LLC AND ODESSA INDUSTRIAL DEVELOPMENT CORPORATION D/B/A GROW ODESSA

EX-10.1

Filename: ea028411601ex10-1.htm · Sequence: 3

Exhibit 10.1

AMENDMENT

TO SPECIAL WARRANTY DEED

WHEREAS,

Odessa Industrial Development Corporation d/b/a Grow Odessa (“Grantor”) and Texas Critical Data Centers, LLC

(“Grantor”) entered into a certain Real Estate Sales Contract (“Contract”) with regard to the following

described property:

Being

a 235.00 acre tract of which 221.51 acres are in that certain 519.59 acre tract as described in Document Number 2008-00010071, located

in a portion of the Gee McMeans Survey Number 1 as recorded in Volume 2, Page 174, Patent Records of Ector County, Texas, a portion of

the Mat Atwood Pre-Emption Survey as recorded in Volume 2, Page 38, Patent Records of Ector County, Texas, the J.B. Atwood Pre-Emption

Survey as recorded in Volume 2, Page 108 of the Patent Records of Ector County, Texas, and the Sidney Pitt Pre-Emption Survey as recorded

in Volume 2, Page 35 of the Ector County Patent Records and 13.49 acres are in that certain 33.06 acre tract as described in Document

Number 2010-00001417, the Official Public Records, Ector County, Texas, located in Section 40, Block 41, T-2-S, T&P RR Co. Survey,

Ector County, Texas and being more particularly described by metes and bounds on Exhibit “B” attached hereto, (the “Property”)

WHEREAS,

the Parties closed on the contract on July 25, 2025;

WHEREAS,

the parties executed a Special Warranty Deed that was recorded as Document No. 2025-00014469 in the Official Public Records, Ector County,

Texas (the “Deed”). The Deed contained a Right to Repurchase as its Exhibit A that granted Grantor the right to repurchase

the Property upon the failure of certain Triggering Events (as defined therein);

WHEREAS,

the parties now wish to amend the Deed to modify the right to repurchase;

NOW,

THEREFORE, in consideration of the mutual covenants, agreements, and promises hereinafter set forth, and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Exhibit

A of the Special Warranty Deed recorded as Document No. 2025-00014469 is deleted in its entirety and replaced with the following:

Exhibit

Right

to Repurchase

Odessa

Industrial Development Corporation d/b/a Grow Odessa (“Grantor”) shall be entitled to repurchase the property described

herein if construction of the foundation for the first phase of Texas Critical Data Centers, LLC’s project is not initiated within

twenty-four (24) months of the date of recording of this Amendment to Special Warranty Deed; provided, however, that for purposes of

this provision, “initiated” means the commencement of pouring the foundation for at least one (1) building of reasonably

comparable size to support a data center on the usable acreage of the Property in Purchaser’s reasonable discretion, subject to

reasonable modifications based on construction and engineering requirements (the “Triggering Event”). Upon the occurrence

of the Triggering Event, Grantor shall, at any point thereafter, by refunding eighty percent (80%) of the Purchase Price of the

Property (the purchase price being $1,527,500.00), be entitled to repurchase the Property together with any and all improvements

located thereon. Grantor shall notify Grantee, by certified letter, mailed to Grantee’s last known address, of its repurchase of the

Property together with all improvements thereon, and shall simultaneously tender payment to a title company of Grantor’s choice to

be paid over to Grantee upon delivery of the warranty deed by Grantee. Grantee shall, within sixty (60) days of the receipt of said

notice, consummate said repurchase by delivery of a good and sufficient special warranty deed conveying the Property to Grantor.

Should the said repurchase not be so consummated at the termination of said sixty (60) day period, title to the above-described

Property shall automatically revert to and vest in Grantor, its successors and assigns, and Grantor shall be entitled to immediate

possession of the premises and improvements thereon if any; provided, however, that such reversion shall not affect any mortgage or

lien which may be in good faith legally existing upon said premises or upon any improvements thereon.

All

other terms of the Deed shall remain the same.

EXECUTED

this 25 day of March, 2026.

GRANTOR

ODESSA INDUSTRIAL DEVELOPMENT CORPORATION

/s/ Jimmy Cox

By:

Jimmy Cox, President

THE STATE OF TEXAS

COUNTY OF ECTOR

This instrument was acknowledged

before me on the 25 day of March, 2026, by Jimmy Cox, President of Odessa Industrial Development Corporation d/b/a Grow Odessa,

a Texas not-for-profit corporation, on behalf of said corporation.

/s/ Christopher J. Terry

NOTARY PUBLIC, STATE OF TEXAS

GRANTEE:

TEXAS CRITICAL DATA CENTERS, LLC

/s/ E. Will Gray II

E. Will Gray II, Manager

THE STATE OF TEXAS

COUNTY OF MIDLAND

This instrument was acknowledged before me on

the 27 day of March, 2026, by E. Will Gray II, Manager of TEXAS CRITICAL DATA CENTERS, LLC, a Delaware limited liability company,

on behalf of said company.

/s/ Shaye Farris

NOTARY PUBLIC, STATE OF TEXAS

Exhibit B

METES & BOUNDS DESCRIPTION OF A 235.00-

ACRE TRACT LOCATED IN A 221.51-ACRE

TRACT IN DOCUMENT NO. 2008-00010071 &

A 13.49-ACRE TRACT IN DOCUMENT NO.

2010-00001417 OF THE OFFICIAL PUBLIC

RECORDS OF ECTOR COUNTY, TEXAS

BEING A 235.00-ACRE TRACT OF WHICH 221.51-ACRES

ARE IN THAT CERTAIN 519.59-ACRE TRACT AS DESCRIBED IN DOCUMENT NO. 2008-00010071, AND 13.49-ACRES ARE IN THAT CERTAIN 33.06-ACRE TRACT

AS DESCRIBED IN DOCUMENT NO. 2010-00001417 THE OFFICIAL PUBLIC RECORDS OF ECTOR COUNTY, TEXAS LOCATED IN A PORTION OF THE GEE McMEANS

SURVEY NUMBER 1 AS RECORDED IN VOLUME 2, PAGE 174, PATENT RECORDS OF ECTOR COUNTY, TEXAS, A PORTION OF THE MAT ATWOOD PRE-EMPTION SURVEY

AS RECORDED IN VOLUME 2, PAGE 38, PATENT RECORDS OF ECTOR COUNTY, TEXAS, THE J.B. ATWOOD PRE-EMPTION SURVEY AS RECOREDED IN VOLUME 2

PAGE 108 OF THE PATENT RECORDS OF ECTOR COUNTY, TEXAS AND THE SIDNEY PITT PRE-EMPTION SURVEY AS RECORDED IN VOLUME 2, PAGE 35 OF THE

ECTOR COUNTY PATENT RECORDS, AND BEING MORE PARTICULARLY DESCRIBED BELOW:

BEGINNING at (Y= 10,635,916.72’

& X= 1,681,192,44’) a1/2” Iron Rod with cap marked “LCA ODESSA TX” set at the northwest corner

of this tract on the west line of said Gee McMeans Survey and the east line of Section 37, Block 42, T-2-S, T&P RR Co. Survey, Ector

County Texas, whence a 3” Brass Disk found in concrete (Control Monument) marked “TESCO” at the north west corner of

said Gee McMeans Survey and the northeast corner of said Section 37 and the northwest corner of said 519.59-Acre Tract bears North 14°10’11”

West, a distance of 1,670.39 feet;

THENCE North 75°48’51”

East through said 519.59-Acre Tract and said 33.06-Acre Tract, pass the common east line of said 519.59-Acre Tract and the west line

of said 33.06-Acre Tract at 5,268.69 feet, in all a total distance of 5,557.77 feet to a 1/2” Iron Rod with cap marked “LCA

ODESSA TX” set at the north east corner of this tract on the east line of said 33.06-acre tract and the west curved right-of-way

line of LOOP 338 EAST, a 200-foot right-of-way as described in Volume 1159, Page 1086 of the Deed Records of Ector County, Texas and

having a radial bearing of South 73°16’00“ West;

THENCE along said curve to the right in

a southeasterly direction, having a radius length of 11,359.15 feet, a delta angle of 02°35’43”, an arc length of 514.52

feet, a chord length of 514.47 feet bearing South 15°26’09” East to a 1/2” Iron Rod with cap marked

“LCA ODESSA TX” (Control Monument) found at the Point of Tangency;

THENCE South 14°08’17”

East with the east line of said 33.06-Acre Tract and the west right-of-way line of said LOOP 338 EAST, a distance of 1,447.22 feet to

a 1/2” Iron Rod with cap marked “LCA ODESSA TX” set at the southeast corner of this tract;

THENCE South 75°08’19”

West through said 519.59-Acre Tract and said 33.06-Acre Tract, pass the common east line of said 519.59-Acre Tract and the west line

of said 33.06-Acre Tract at 299.78 feet, in all a total distance of 4,718.68 feet to a 1/2” Iron Rod with cap marked “LCA ODESSA

TX” set at the southernmost southwest corner of this tract and the southeast corner of a surveyed 20.00-Acre Tract, whence a Railroad

Spike (Control Monument) found in asphalt at the southeast corner of said Section 37 bears South 14°10’11” East, a distance

of 2,619.65 fect

THENCE North 14°10’11”

West with the cast line of said 20.00-Acre Tract, a distance of 1,019.64 feet to a1⁄2” Iron Rod with cap marked “LCA

ODESSA TX” set for an all corner of this tract and the northeast corner of said 20.00-Acre Tract;

THENCE South 75°48’51”

West with the north line od said 20.00-Acre Tract, a distance of 850.00 feet to a 1/2” Iron Rod with cap marked “LCA ODESSA

TX” set at the westernmost southwest corner of this tract and the northwest corner of said 20-Acre Tract on the west line of said

Sidney Pitt Survey and the east line of said Section 37, and

THENCE North 14°10’11”

West with the west line of said 519.59-Acre Tract, the west line of said Sidney Pitt Survey and the west line of said Section 37, a distance

of 997.55 feet to the Point of the Beginning containing 235.00-surface acres.

EX-10.2 — AMENDMENT TO SPECIAL WARRANTY DEED (205 ACRES), DATED MARCH 25, 2026, BY AND BETWEEN TEXAS CRITICAL DATA CENTERS LLC AND ODESSA INDUSTRIAL DEVELOPMENT CORPORATION D/B/A GROW ODESSA

EX-10.2

Filename: ea028411601ex10-2.htm · Sequence: 4

Exhibit 10.2

AMENDMENT TO SPECIAL WARRANTY DEED

WHEREAS, Odessa Industrial

Development Corporation dibia Grow Odessa (“Grantor”) and Texas Critical Data Centers, LLC (“Grantor”) entered into

a certain Real Estate Sales Contract (“Contract”) with regard to the following described property:

Being a 205.13 acre tract of which

195.84 Acres are in that certain 519.59 acre tract as described in Document No. 2008-00010071, in a portion of the Gee McMeans Survey

Number 1 as recorded in Volume 2, Page 174, Patent Records of Ector County, Texas, a portion of the Mat Atwood Pre-Emption Survey as recorded

in Volume 2, Page 38, Patent Records of Ector County, Texas, and 9.29 acres are in that certain 33.06 acre tract as decribed in Document

Number 2010-00001417, the Official Public Records of Ector County, Texas, located in Section 40, Block 41, T-2-S, T&P RR Co. Survey,

Ector County, Texas and being more particularly described by metes and bounds on Exhibit “B” attached hereto, (the “Property”)

WHEREAS, the Parties closed on the contract on December

19, 2025;

WHEREAS, the parties executed

a Special Warranty Deed that was recorded as Document No. 2025-00024528 in the Official Public Records, Ector County, Texas (the “Deed”).

The Deed contained a Right to Repurchase as its Exhibit A that granted Grantor the right to repurchase the Property upon the failure of

certain Triggering Events (as defined therein);

WHEREAS, the parties now wish to amend the Deed to modify

the right to repurchase;

NOW, THEREFORE, in consideration

of the mutual covenants, agreements, and promises hereinafter set forth, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree as follows:

Exhibit A of the Special

Warranty Deed recorded as Document No. 2025-00024528 is deleted in its entirety and replaced with the following:

Exhibit A

Right to Repurchase

Odessa Industrial Development

Corporation d/b/a Grow Odessa (“Grantor”) shall be entitled to repurchase the property described herein if construction of the

foundation for the first phase of Texas Critical Data Centers, LLC’s project is not initiated within twenty-four (24) months of the date

of recording of this Amendment to Special Warranty Deed; provided, however, that for purposes of this provision, “initiated”

means the commencement of pouring the foundation for at least one (1) building of reasonably comparable size to support a data center

on the usable acreage of the Property in Purchaser’s reasonable discretion, subject to reasonable modifications based on construction

and engineering requirements (the “Triggering Event”). Upon the occurrence of the Triggering Event, Grantor shall, at any point

thereafter, by refunding eighty percent (80%) of the Purchase Price of the Property (the purchase price being $5,128,250.00), be

entitled to repurchase the Property together with any and all improvements located thereon. Grantor shall notify Grantee, by certified

letter, mailed to Grantee’s last known address, of its repurchase of the Property together with all improvements thereon,

and shall simultaneously tender payment to a title company of Grantor’s choice to be paid over to Grantee upon delivery of the warranty

deed by Grantee. Grantee shall, within sixty (60) days of the receipt of said notice, consummate said repurchase by delivery of a good

and sufficient special warranty deed conveying the Property to Grantor. Should the said repurchase not be so consummated at the termination

of said sixty (60) day period, title to the above-described Property shall automatically revert to and vest in Grantor, its successors

and assigns, and Grantor shall be entitled to immediate possession of the premises and improvements thereon if any; provided, however,

that such reversion shall not affect any mortgage or lien which may be in good faith legally existing upon said premises or upon any improvements

thereon.

All other terms of the Deed shall remain the same.

EXECUTED this 25 day of March, 2026.

GRANTOR

ODESSA INDUSTRIAL DEVELOPMENT CORPORATION

/s/ Jimmy Cox

By:

Jimmy Cox, President

THE STATE OF TEXAS

COUNTY OF ECTOR

This instrument was acknowledged before me on the 25 day of

March, 2026, by Jimmy Cox, President of Odessa Industrial Development Corporation d/b/a Grow Odessa, a Texas not-for-profit corporation,

on behalf of said corporation

/s/ Christopher J. Terry

NOTARY PUBLIC, STATE OF TEXAS

GRANTEE:

TEXAS CRITICAL DATA CENTERS, LLC

/s/ E. Will Gray II

E. Will Gray II, Manager

THE STATE OF TEXAS

COUNTY OF MIDLAND

This instrument was acknowledged before me on the 27

day of March, 2026, by E. Will Gray II, Manager of TEXAS CRITICAL DATA CENTERS, LLC, a Delaware limited liability company, on behalf of

said company.

/s/ Shaye Farris

NOTARY PUBLIC, STATE OF TEXAS

Exhibit B

METES & BOUNDS DESCRIPTION

OF A 205.13-ACRE

TRACT

LOCATED IN A 519.59-ACRE TRACT IN

DOCUMENT NO. 2008-00010071 &

A 13.49-ACRE TRACT IN

DOCUMENT NO. 2010-00001417

OF THE OFFICIAL PUBLIC

RECORDS

ECTOR COUNTY, TEXAS

BEING A 205.13-ACRE TRACT OF WHICH 195.84-ACRES

ARE IN THAT CERTAIN 519.59-ACRE TRACT AS DESCRIBED IN DOCUMENT NO. 2008-00010071, IN A PORTION OF THE GEE McMEANS SURVEY NUMBER 1 AS

RECORDED IN VOLUME 2, PAGE 174, PATENT RECORDS OF ECTOR COUNTY, TEXAS, A PORTION OF THE MAT ATWOOD PRE-EMPTION SURVEY AS RECORDED IN

VOLUME 2, PAGE 38, PATENT RECORDS OF ECTOR COUNTY, TEXAS, AND 9.29-ACRES ARE IN THAT CERTAIN 33.06-ACRE TRACT AS DESCRIBED IN DOCUMENT

NO. 2010-00001417 THE OFFICIAL PUBLIC RECORDS OF ECTOR COUNTY, TEXAS LOCATED IN SECTION 40, BLOCK 41, T-2-S, T&P RR CO. SURVEY, MIDLAND

COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED BELOW:

BEGINNING at (Y= 10,635,916.72’

& X 1,681,192.44’) a 1/2” Iron Rod with cap marked “LCA ODESSA TX” set at the southwest corner of this

tract and the northwest corner of a 235.00-Acre Tract also surveyed this day on the west line of said Gee McMeans Survey and the

east line of Section 37, Block 42, T-2-S, T&P RR Co. Survey, Ector County Texas, whence a 3” Brass Disk found in concrete

(Control Monument) marked “TESCO” at the north west corner of said Gee McMeans Survey and the northeast corner of said

Section 37 and the northwest corner of said 519.59-Acre Tract bears North 14°10’11” West, a distance of 1,670.39

feet;

THENCE North 14°10’11” West with

the west line of said 519.59-Acre Tract, the west line of said Gee McMeans Survey and the west line of said Section 37, a distance of

642.48 feet to a 1⁄2” Iron Rod with cap marked “LCA ODESSA TX” set on the southeastern right-of-wat of JBS Parkway;

THENCE North 24°03’35” East with

the southeastern right-of-way of said JBS Parkway, a distance of 1,319.83 feet to a 1⁄2” Iron Rod with cap marked “LCA

ODESSA TX” set on the intersection of the north line of said Gee McMeans Survey, the south line of Section 31 of said Block 41 and

the southeastern right- of-way line of said JBS Parkway;

THENCE North

75°12’30” East with the north line of said 519.95-Acre Tract, the north line of said Gee McMeans Survey and the

south line of said Section 31, pass a 1/2 “ Iron Rod with cap marked “LCA ODESSA TX” found at the common northeast

corner of said Gee McMeans Survey and the northwest corner of said Mat Atwood Survey at 1,817.96 feet, continuing with the with the

north line of said 519.95-Acre Tract, the north line of said Mat Atwood Survey and the south line of said Section 31, a total

distance of 4,452.55 feet to a 2” Iron Pipe (Control Monument) found at the northeast corner of said 519.95-Acre Tract, the

northeast corner of said Mat Atwood Survey, the common corner of the northwest corner of Section 40, the common southeast corner of

said Section 31, the southwest corner of Section 32 of said Block 41, and the northwest corner off said 33.06-Acre Tract;

THENCE North 75°10’56” East with

the north line of said 33.06-Acre Tract, and the common north line of said Section 40 and the south line of said Section 32, a distance

of 201.61 feet to a 1⁄2” Iron Rod with cap marked “JFL 2410” (Control Monument) found at the northeast corner of

said 33.06-Acre Tract on the north line of said Section 40 and the west right-of-way of LOOP 338, a 200-foot public right-of-way described

in Volume 1158 Page 229 of the Deed Records of Ector County, Texas;

THENCE South 14°08’17” East with

the east line of said 33.06-Acre Tract and the west right-of-way of said LOOP 338, a distance of 99.89 feet to a 1⁄2” Iron

Rod with cap marked “LCA ODESSA TX” found at a Point of Curvature of a curve to the left;

THENCE along said curve to the left

in a southeasterly direction with the east line of said 33.06-Acre Tract and the west right-of-way of said LOOP 338, having a radius

length of 11,557.42 feet, a delta angle of 05°00’04”, an arc length of 1.008.80 feet, a chord length of 1,008.48

feet bearing South 16°38’15” East to a 1⁄2” Iron Rod with cap marked “JFL 2410” (Control

Monument) found at the Point of Tangency;

THENCE South 19°02’34” East with

the east line of said 33.06-Acre Tract and the west right-of-way of said LOOP 338, a distance of 99.89 feet to a 1/2” Iron Rod with

cap marked “LCA ODESSA TX” found at a Point of Curvature of a curve to the right;

THENCE along said curve to the right in

a southeasterly direction with the cast line of said 33.06-Acre Tract and the west right-of-way of said LOOP 338, having a radius length

of 11,557.68 feet, a delta angle of 02°24’00”, an arc length of 475.73 feet, a chord length of 475.70 feet bearing South 17°56’17”

East to a 1/2“Iron Rod with cap marked “LCA ODESSA TX” set at the common corner southeast corner of this tract and the northeast

corner of said 235.00-acre tract;

THENCE South 75°48’51” West through

said 33.06-Acre Tract and said 519.95-Acre Tract, pass the common cast line of said 519.59-Acre Tract and the west line of said 33.06-Acre

Tract and the west line of said Section 40 at 288.86 feet, pass west line of said Mat Atwood Survey and the east line of said Gee McMeans

Survey at 2,923.38 feet, in all a total distance of 5,557.77 feet Point of the Beginning containing 205.13-surface acres.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.1

Cover

Mar. 25, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Mar. 25, 2026

Entity File Number

001-42433

Entity Registrant Name

NEW

ERA ENERGY & DIGITAL, INC.

Entity Central Index Key

0002028336

Entity Tax Identification Number

99-3749880

Entity Incorporation, State or Country Code

Entity Address, Address Line One

200

N. Loraine Street

Entity Address, Address Line Two

Suite 1324

Entity Address, City or Town

Midland

Entity Address, State or Province

Entity Address, Postal Zip Code

79701

City Area Code

432

Local Phone Number

695-6997

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Common Stock [Member]

Title of 12(b) Security

Common Stock

Trading Symbol

NUAI

Security Exchange Name

NASDAQ

Warrants

Title of 12(b) Security

Warrants

Trading Symbol

NUAIW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=NUAI_WarrantsMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: