Form 8-K
8-K — New ERA Energy & Digital, Inc.
Accession: 0001213900-26-040470
Filed: 2026-04-06
Period: 2026-03-31
CIK: 0002028336
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
8-K — ea0285056-8k_new.htm (Primary)
EX-10.1 — AMENDED AND RESTATED PROMISSORY NOTE, DATED APRIL 6, 2026 (ea028505601ex10-1.htm)
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8-K — CURRENT REPORT
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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 31, 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 ☒
If 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.
On March 31, 2026, New Era Energy & Digital, Inc. (the “Company”)
issued a promissory note (the “Note”) in the principal amount of $5,000,000 to Zachary Yi Zhou, an individual shareholder
of the Company who beneficially owns more than 5% of the Company’s common stock, par value $0.0001 (the “Common Stock”).
The transaction was reviewed and approved by the Company’s Audit Committee and Board of Directors. On April 6, 2026, the Note was
amended and restated (the “Amended and Restated Note”) on the terms set forth below.
The Amended and Restated Note will mature on
the earliest to occur of (i) September 30, 2026, (ii) the initial closing and initial funding of the TCDC Project Credit Facility
(as defined in the Amended and Restated Note), (iii) the closing of a Qualified Equity Financing (as defined in the Amended and
Restated Note) and (iv) the acceleration of the Amended and Restated Note (the “Maturity
Date”). The Amended and Restated Note has an interest rate of 5.00% per annum payable on the Maturity Date. At the
applicable Maturity Date, the Amended and Restated Note shall convert to shares of Common Stock. The conversion price of the Amended
and Restated Note shall, in the event of a Qualified Equity Financing, be calculated on the price per share to the public of the
shares of Common Stock sold in such Qualified Equity Financing. In the event the Maturity Date is not a result of a Qualified Equity
Financing, the conversion price of the Amended and Restated Note shall be calculated based on the average volume weighted average
price for the 30 trading days preceding the applicable Maturity Date. The Amended and Restated Note includes customary covenants and
events of default provisions and may be prepaid in shares of Common Stock, in whole or in part, at any time. The repayment of the
Amended and Restated Note is subject to a repayment premium of 1.02x the amounts due thereunder at the Maturity Date.
The foregoing description of the Amended and
Restated Note is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Note, a
copy of which is attached hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated into this Item 3.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
10.1
Amended and Restated Promissory Note, dated April 6, 2026.
EX-104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
1
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: April 6, 2026
By:
/s/ E. Will Gray II
E. Will Gray II
Chief Executive Officer
2
EX-10.1 — AMENDED AND RESTATED PROMISSORY NOTE, DATED APRIL 6, 2026
EX-10.1
Filename: ea028505601ex10-1.htm · Sequence: 2
Exhibit 10.1
Execution Version
Original Issue Date: April 6, 2026
Principal Amount: $5,000,000
AMENDED
AND RESTATED PROMISSORY NOTE
THIS PROMISSORY NOTE (this
“Note”) is a duly authorized and validly issued debt obligation of New Era Energy & Digital Inc., a Nevada corporation
(the “Company” or the “Borrower”), having its principal place of business at 200 N. Loraine Street,
Suite 1324, Midland, Texas 79701.
FOR VALUE RECEIVED, the Company
promises to pay to Zachary Yi Zhou, or his registered assigns (the “Holder”), or shall have paid pursuant to the terms
hereunder, a number of shares of common stock, par value $0.0001 (“Common Stock”), equal to (i) the principal sum of $5,000,000
(or such lower amount as remains outstanding at such time) and any other sums due hereunder on the Maturity Date (as defined below) (such
outstanding amount, together with all accrued and unpaid interest and inclusive of any MOIC Premium, the “Note Amount”)
divided by (ii) the Conversion Price (as defined herein), or such earlier date as this Note is required or permitted to be repaid
as provided hereunder, and to pay interest to the Holder on the then outstanding principal amount of this Note in accordance with the
provisions hereof. This Note is subject to the following additional provisions:
Section 1. Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Note, the following terms shall have the following meanings:
“Bankruptcy
Event” means any of the following events with respect to any juridical entity: (a) the entity commences a case or other proceeding
under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction relating to the entity, and such case or other proceeding shall remain undismissed or unstayed for a period of
ninety days, (b) there is commenced against the entity any such case or proceeding that is not dismissed within ninety days after commencement,
(c) the entity is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered,
and such order shall remain undischarged, unvacated or unstayed for ninety calendar days, (d) the entity suffers any appointment of any
custodian or the like for it or any substantial part of its property that is not discharged or stayed within ninety calendar days after
such appointment, (e) the entity makes a general assignment for the benefit of creditors, or (f) the entity, by any act or failure to
act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for
the purpose of effecting any of the foregoing.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which the New York Federal Reserve Bank is closed.
“Conversion
Price” means, in the event of a Qualified Equity Financing, the Qualified Equity Financing Price Per Share, or, in the absence
of a Qualified Equity Financing, the average volume weighted average price for the thirty trading days prior to the applicable Maturity
Date.
-1-
“Event
of Default” shall have the meaning set forth in Section 4(a).
“Maturity
Date” means the earliest to occur of (i) September 30, 2026, (ii) the closing and initial funding of the TCDC Project Credit
Facility, (iii) the closing of a Qualified Equity Financing and (iv) the acceleration of this Note in accordance with the terms hereof.
“MOIC Premium”
means, at any time of determination upon the occurrence of the prepayment in full of this Note or the repayment in full of this Note at
or after the Maturity Date, the difference (if positive, otherwise such difference shall be deemed to be zero) of:
(a) the
product of (x) the total original principal amount as of the date hereof, multiplied by (y) 1.02; minus
(b) the
cumulative amount of any principal repayments of this Note made prior to such time of determination and the then outstanding principal
of this Note at such time of determination; minus
(c) the
aggregate amount of interest earned and paid in shares of Common Stock prior to such time in respect of this Note; minus
(d) the
aggregate amount of accrued and unpaid interest in respect of this Note as determined immediately prior to the occurrence of such time
of prepayment or repayment, as applicable.
“Person”
means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership,
unincorporated organization, governmental authority, or other entity.
“Qualified
Equity Financing” means an equity financing in which the Company issues or sells equity securities of the Company with aggregate
gross proceeds to the Company of ten million dollars ($10,000,000) or more. For the avoidance of doubt, an equity financing shall not
include the issuance or sale of equity securities to a lender in connection with the incurrence of any indebtedness.
“Qualified
Equity Financing Price Per Share” means the price to the public per share of Common Stock sold in a Qualified Equity Financing.
“TCDC”
means Texas Critical Data Centers LLC, a Delaware limited liability company.
“TCDC Project
Credit Facility” means a senior secured credit facility to be entered into by and between TCDC, as borrower, and a third party
financing provider, as lender, and such other parties as may be required thereunder, for the purposes of refinancing certain indebtedness
and developing a data center project on land owned by TCDC or any similar financing entered into in lieu thereof for purposes of such
refinancing and project financing.
-2-
Section 2. Interest
and Redemption.
a) Payment
of Interest in Shares of Common Stock. The Company shall pay interest to the Holder on the aggregate outstanding principal amount
of this Note at the rate of 5.00% per annum (the “Regular Interest Rate”) payable on the Maturity Date (the “Interest
Payment Date”) (if the Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding
Business Day), in shares of Common Stock based upon the applicable Conversion Price. Upon the occurrence of an Event of Default and continuing
until all amounts outstanding under this Note in respect of principal and interest are paid, the Company shall pay interest to the Holder
on any past due amounts owing under this Note at the rate of 18% per annum (the “Default Interest Rate”).
b) Interest
Calculations. Interest at the Regular Interest Rate or the Default Interest Rate, as applicable, shall be calculated for the actual
number of days elapsed on the basis of a 365-day year and shall not compound. Interest at the Regular Interest Rate and Default Interest
Rate shall be payable on the Maturity Date. Interest hereunder will be paid to the Person in whose name this Note is registered on the
records of the Company regarding registration and transfers of this Note (the “Note Register”).
c) MOIC
Premium. Upon the payment in full of this Note, whether by prepayment, payment on the Maturity Date, or otherwise, the Company shall
pay the MOIC Premium to the Holder, if applicable.
d) Prepayment.
This Note may be voluntarily repaid or prepaid in whole or in part without premium or penalty, subject to payment of the MOIC Premium,
if applicable, in accordance with Section 2(c) above.
e) Conversion.
At the Maturity Date, the then outstanding Note Amount shall convert into a number of shares of Common Stock of the Company equal to (i)
the Note Amount divided by (ii) the Conversion Price then in effect. For avoidance of doubt, this Note shall be payable only in
shares of Common Stock. No fractional shares of Common Stock shall be issued upon conversion of this Note. Any factional share of Common
Stock issuable upon conversion of this Note shall be rounded up to the nearest whole share.
Section 3. Registration
of Transfers and Exchanges.
a) Investment
Representations.
i. Holder
is acquiring its Note and any shares of Common Stock underlying such Notes (together the “Securities”) hereunder for
its own account, for investment and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended
(the “Securities Act”), or applicable foreign or state securities laws.
ii. Holder
understands that (A) the Securities have not been registered under the Securities Act or applicable foreign or state securities laws and
(B) the Securities must be held by Holder indefinitely unless a subsequent disposition thereof is registered under the Securities Act
and applicable foreign and state securities laws or is exempt from registration thereof. Holder is an “accredited investor”
(as defined in Rule 501(a) of Regulation D promulgated under the Securities Act).
-3-
b) Reliance
on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may
treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment
as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary. The Company shall update the Note Register to reflect permitted transferees and assignees of the Note.
The Note Register shall include the name and address of each Holder and principal amount (and stated interest) owing to each Holder pursuant
to the terms of this Note.
Section 4. Events
of Default.
a) “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event
shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):
i. any
default in the payment of (A) the principal amount of this Note or (B) interest and other amounts owing to the Holder on this Note, as
and when the same shall become due and payable (whether on a Maturity Date or by acceleration or otherwise) which default, solely in the
case of an interest payment or other default under clause (B) above, is not cured within five Business Days; or
ii. the
Company shall be subject to a Bankruptcy Event.
b) Remedies
Upon Event of Default. If an Event of Default has occurred and is continuing, Holder will have the right to accelerate payment of
the entire principal of this Note, and, upon such acceleration, this Note will thereupon become forthwith due and payable, and the Company
will forthwith pay to Holder the entire outstanding principal of, and all accrued interest on, this Note, in shares of Common Stock based
upon the Conversion Price then in effect; provided, that in the case of an Event of Default under Section 4(a)(ii), the entire
principal of this Note shall become immediately due and payable in full, and the Company will forthwith pay to Holder the entire outstanding
principal of, and all accrued interest on, this Note, in shares of Common Stock based upon the Conversion Price then in effect. Commencing
on the occurrence of any Event of Default and for as long an Event of Default is not cured, the interest rate on any past due amounts
under this Note as set forth in Section 2 above shall accrue at the Default Interest Rate. Upon the payment in full in shares of
Common Stock or other satisfaction in full of this Note (including by conversion or otherwise), the Holder shall promptly surrender this
Note to or as directed by the Company. In connection with any acceleration described herein, the Holder need not provide, and the Company
hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may, while any Event of Default is continuing,
enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such acceleration
may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of
the Note until such time, if any, as the Holder receives full payment pursuant to this Section 4(b). No such rescission or
annulment shall affect any subsequent Event of Default or impair any right consequent thereon. The Borrower shall pay the Holder hereof
costs of collection, including reasonable and documented out-of-pocket attorneys’ fees.
-4-
Section 5. Miscellaneous.
a) Notices.
All notices and other communications under this Note must be in writing and will be deemed given when received if delivered personally
or by courier (with written confirmation of receipt), at the following addresses (or at such other address as may be specified in a notice
in accordance with this Section 5(a)):
If to the Company:
200 N. Loraine Street, Suite 1324
Midland, Texas 79701
Attention: E. Will Gray II
Email: [ ]
If to Holder:
[ ]
Attention: Zachary Zhou
Email: [ ]
b) Assignment;
Third Party Beneficiaries. The provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and their
respective beneficiaries, representatives, heirs, estates, successors and assigns, as applicable, permitted hereby, except that (i) the
Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Holder
and (ii) the Holder shall not make any such assignment without the consent of the Company. This Note is not intended to confer any rights
or remedies upon any person or entity except the Company and the Holder and their respective permitted successors and assigns.
c) Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and accrued interest, as applicable, on this Note at the time, place, and rate,
and in the currency, herein prescribed. This Note is a direct debt obligation of the Company.
d) Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note,
a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,
theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.
-5-
e) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Note shall be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law thereof.
Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Note (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of Delaware. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
f) Amendment;
Waiver. Any term of this Note may be amended or waived with the written consent of the Company and the Holder.
g) Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall
be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate
of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying
all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such
law has been enacted.
h) Costs
of Collection and Enforcement. The Company agrees to pay any collection expense, court costs and, to the extent allowed by applicable
law, reasonable and documented out-of-pocket attorneys’ fees and legal fees, (whether or not suit is commenced) which are incurred
in the collection or enforcement of this Note or of any part hereof; and in the event suit is brought to enforce payment hereof, that
such expenses, costs and fees be determined by a court sitting without a jury. Attorneys’ fees shall include any such reasonable
and documented out-of-pocket fees incurred in any Bankruptcy Event, appellate or related ancillary or supplemental proceedings, whether
before or after final judgment related to the enforcement or defense of this Note.
-6-
i) Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note at law or in equity (including a decree of specific performance and/or
other injunctive relief). It is agreed and understood that no party shall be liable to any other party for consequential, punitive,
special, indirect or exemplary losses or damages alleged in connection with the Note of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the party has been advised of the likelihood of such loss or damage and regardless of the
form of action. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly
provided herein. Amounts set forth or provided for herein with respect to payments, and the like (and the computation thereof) shall be
the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the
Company (or the performance thereof). The Company shall provide all information and documentation to the Holder that is requested by the
Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.
j) Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day.
k) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect
any of the provisions hereof.
l) No
Oral Agreements. THIS NOTE EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR AGREEMENTS
AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE SUBJECT MATTER HEREOF. THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.
m) Tax
Form. On or prior to the date on which the Holder acquires an interest in this Note (and from time to time upon the reasonable request
of the Company), the Holder shall provide the Company a valid Internal Revenue Service Form W-9, Request for Taxpayer Identification Number
and Certificate, duly executed by an officer of Holder establishing that the Holder is exempt from U.S. federal backup withholding tax.
n) Registration
Rights. 30 days following the Maturity Date, the Company shall file a registration statement for the resale of the shares of Common
Stock issued upon conversion of the Note with the Securities and Exchange Commission and shall cause such registration statement to become
effective as soon as commercially practicable thereafter.
(Signature Pages Follow)
-7-
IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.
NEW ERA ENERGY & DIGITAL, INC.
By:
/s/ E. Will Gray II
Name:
E. Will Gray II
Title:
Chairman and Chief Executive Officer
Mailing Address for Notices:
200 N. Loraine Street, Suite 1324, Midland, Texas 79701
Email Address for delivery of Notices:
[ ]
-8-
Acknowledged
and agreed of the date first written above.
/s/ Zachary Yi Zhou
Zachary Zhou
-9-
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- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
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xbrli:normalizedStringItemType
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- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
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Data Type:
dei:stateOrProvinceItemType
Balance Type:
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- 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
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Period Type:
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X
- 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
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- 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
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X
- 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:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
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Data Type:
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Balance Type:
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- 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
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- 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
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Period Type:
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- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
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Namespace Prefix:
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Data Type:
xbrli:normalizedStringItemType
Balance Type:
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Period Type:
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- 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
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Period Type:
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- 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
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Data Type:
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Balance Type:
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- 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
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- 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
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Period Type:
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- 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
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- 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
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- Details
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- Details
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