Form 8-K

8-K — New ERA Energy & Digital, Inc.

Accession: 0001213900-26-062142

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0002028336

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or Section 15(d) of the

Securities Exchange

Act of 1934

May 28, 2026

Date of Report (Date of

earliest event reported)

NEW ERA ENERGY &

DIGITAL, INC.

(Exact Name of Registrant

as Specified in Charter)

Nevada

001-42433

99-3749880

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

4501 Santa Rosa Dr.

Midland, TX

79707

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone

number, including area code: (432) 695-6997

n/a

(Former name or former

address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 7.01 Regulation FD Disclosure.

The information set forth

in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01. A copy of the press release related

to the settlement agreement referenced in Item 8.01 is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item

7.01.

The information in this

Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section

18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of

that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange

Act, except as expressly set forth by specific referencing in such filing.

Item 8.01 Other Events.

On May 28, 2026, New

Era Energy & Digital, Inc. (the “Company”) announced a pending settlement agreement with the United States Trustee for

the bankruptcy estates of Acacia Resources, LLC and Acacia Operating Company, LLC, under which the Company and certain related parties

would pay $1.0 million to resolve all claims brought by the State of New Mexico against such parties, with such claims to be dismissed

with prejudice upon approval of the settlement agreement by the United States Bankruptcy Court for the Western District of Texas (the

“Bankruptcy Court”). The claims subject to the settlement agreement relate to allegations concerning legacy helium and

gas assets and associated environmental obligations. The settlement agreement does not constitute an admission of liability or wrongdoing

and is subject to the approval of the Bankruptcy Court. Following approval of the settlement, New Mexico’s claims against the Company

would be dismissed. The State of New Mexico continues to maintain certain claims against E. Will Gray II, Chief Executive Officer of the

Company, in his individual capacity that are not affected by the settlement, and which he intends to continue to defend.

Forward-Looking

Statements

This Current Report

on Form 8-K contains “forward-looking statements.” Forward-looking statements reflect the current view about future events.

When used in this Current Report on Form 8-K, the words “anticipate,” “believe,” “estimate,” “expect,”

“future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate

to us or our management, identify forward-looking statements. Forward-looking statements are based on our current expectations and assumptions

regarding the settlement agreement, our business, the economy and other future conditions. Because forward-looking statements relate to

the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results

may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees

of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors

that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, the risks

contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Should

one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ

significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual

results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results,

levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States,

we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated May 28, 2026

104

Cover Page Interactive Data File (embedded with 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 hereunto duly authorized.

Dated: May 28, 2026

NEW ERA ENERGY & DIGITAL, INC.

By:

/s/ E. Will Gray II

Name:

E. Will Gray II

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED MAY 28, 2026

EX-99.1

Filename: ea029260001ex99-1.htm · Sequence: 2

Exhibit 99.1

New

Era Energy & Digital Announces Agreement for

Dismissal of All Claims Against the Company by the State of New Mexico

New

Era Expressly Denies Any Liability

Company

Remains Focused on Advancing New Era’s AI Data Center Strategy

MIDLAND,

Texas – May 28, 2026 – New Era Energy & Digital, Inc. (Nasdaq: NUAI) (“New Era” or the “Company”),

a developer and operator of next-generation digital infrastructure and integrated power assets, today announced a pending agreement that

would lead to the complete dismissal of the Company from the State of New Mexico’s lawsuit in the First Judicial District Court

for Santa Fe County.

May 22, 2026, Ron Satija, United States Trustee for the bankruptcy estates of Acacia Resources, LLC and Acacia Operating Company, LLC

(the “Trustee”), filed a motion seeking the United States Bankruptcy Court of the Western District of Texas (the “Bankruptcy

Court”) approval of the Trustee’s settlement with the Company and certain related parties (the “New Era Defendants”).

The settlement agreement would resolve those claims in the State of New Mexico’s lawsuit that are controlled by the Trustee, including

those alleging violations of the Uniform Voidable Transactions Act by the Company and its Chief Executive Officer, E. Will Gray II.

Pursuant

to the settlement agreement, the New Era defendants would pay $1.0 million to the Trustee within five business days following approval

of the agreement by the Bankruptcy Court. Following receipt of the settlement payment, the Trustee would release the New Era Defendants

from the trustee-controlled claims and take the actions necessary to dismiss those claims with prejudice. The settlement agreement remains

subject to Bankruptcy Court approval and does not constitute an admission of liability or wrongdoing. The New Era Defendants expressly

deny liability.

previously disclosed, the State of New Mexico’s lawsuit relates to allegations concerning legacy helium and gas assets and associated

environmental obligations. For the sake of clarity, while the settlement will dismiss the State of New Mexico’s five claims against

the Company , the State continues to maintain three claims against Mr. Gray in his individual capacity, which he intends to continue

to fight in court. The motion to approve the settlement agreement is publicly available via PACER.

About

New Era Energy & Digital, Inc.

New

Era is a developer and operator of next-generation digital infrastructure and integrated power assets. The Company is developing Texas

Critical Data Centers LLC (“TCDC”), a 438 acre large-scale AI and high-performance computing data center campus located in

Ector County, outside Odessa, Texas. TCDC is master-planned as a multi-phase development, with anticipated capacity scaling to 1.4 GW

over time. With a growing portfolio of strategically located, vertically integrated resources including powered land and powered shells,

the Company delivers turnkey solutions that enable hyperscale, enterprise, and edge operators to accelerate data center deployment, optimize

total cost of ownership, and future-proof their infrastructure investments.

For more information,

visit: www.newerainfra.ai and follow New Era Energy & Digital on LinkedIn and X.

Forward-Looking

Statements

This

press release contains “forward-looking statements.” Forward-looking statements reflect the current view about future events.

When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,”

“future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate

to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in

this press release relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking

statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because

forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that

are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are

neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on

any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking

statements include, without limitation: approval of the settlement agreement by the Bankruptcy Court, our ability to construct, develop,

lease and maintain our flagship project; our ability to access adequate project financing, commercial borrowings and debt and equity

capital markets to fund our significant anticipated capital expenditures; the impact of supply chain disruptions, labor availability,

raw materials and input commodity costs and availability, and manufacturing and transportation; general business and economic conditions;

environmental history, remediation, and associated risks; our ability to obtain and renew leases with our tenants on terms favorable

to us, and manage our growth, business, financial results and results of operations; our ability to respond to price fluctuations and

rapidly changing technology; the impact of tariffs and global trade disruptions on us and our tenants; changes in political conditions,

geopolitical turmoil, political instability, civil disturbances, and restrictive governmental actions; the degree and nature of our competition;

our failure to generate sufficient cash flows to service indebtedness; our expectations regarding the anticipated timeline of our cash,

cash equivalents and short-term investments, future financial performance and our ability to continue as a going concern; material negative

changes in the creditworthiness and the ability of our tenants to meet their contractual obligations; increases and volatility in interest

rates; increased power, labor, equipment procurement, shipping, refurbishment or construction costs; a failure of our information technology

systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes;

our inability to obtain and/or maintain necessary government or other required consents or permits; changes in, or the failure or inability

to comply with, local, state, federal and applicable international laws and regulations, including related to taxation, real estate and

zoning laws, and increases in real property tax rates; the impact of any financial, accounting, legal or regulatory issues or litigation

that may affect us; and other factors (including the risks contained in the “Risk Factors” section of our Annual Report on

Form 10-K for the fiscal year ended December 31, 2025). Should one or more of these risks or uncertainties materialize, or should the

underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,

intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible

for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required

by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements

to conform these statements to actual results.

For investor

inquiries, please contact:

Advisory Group

Lincoln

Tan

nuai@orangegroupadvisors.com

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