Form 8-K

8-K — New ERA Energy & Digital, Inc.

Accession: 0001213900-26-043542

Filed: 2026-04-14

Period: 2026-04-13

CIK: 0002028336

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0286104-8k_newera.htm (Primary)

EX-4.1 — WARRANT TO PURCHASE COMMON STOCK, DATED APRIL 13, 2026 (ea028610401ex4-1.htm)

EX-4.2 — REGISTRATION RIGHTS AGREEMENT, DATED APRIL 13, 2026 (ea028610401ex4-2.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 14, 2026 (ea028610401ex99-1.htm)

GRAPHIC (ea028610401_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0286104-8k_newera.htm · Sequence: 1

false

0002028336

2026-04-13

0002028336

us-gaap:CommonStockMember

2026-04-13

0002028336

NUAI:WarrantsMember

2026-04-13

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 Section 15(d) of the

Securities Exchange Act of 1934

April 13, 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)

200 N. Loraine Street, Suite 1324

Midland, TX

79701

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (432) 695-6997

Not Applicable

(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 1.01 Entry into

a Material Definitive Agreement.

Equity Issuances and Draw Down

April 13, 2026, the Company drew down the entire $20 million Term Loan A-1 under that certain Term Loan Agreement, dated April 8,

2026 (the “Term Loan Agreement”), by and between Texas Critical Data Centers LLC, a Delaware limited liability company and

a subsidiary of New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and Macquarie Equipment Capital

Inc., a Delaware corporation (“Macquarie”), acting as administrative agent and lender (the “Lender”). In

connection with the draw down, the Company issued to the Lender warrants to purchase 400,208 shares of common stock of the Company,

par value $0.0001 per share (the “Common Stock” and such warrants, the “Warrants”), with an exercise price

of approximately $5.00.

The

foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of

the Warrants, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

April 13, 2026, the Company also sold 1,000,520 shares of the Company’s Common Stock at a price per share of approximately $5.00 (such shares

of common stock and the Warrants, the “Securities” and such issuances, the “Equity Issuances”) to the Lender.

Registration Rights

Agreement

connection with the Equity Issuances, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”)

on April 13, 2026 with the Lender with respect to the registration of the Lender’s Securities for resale under the Securities Act

of 1933, as amended. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in

its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 4.2 to this Current Report

on Form 8-K and is incorporated herein 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 by reference into Item 3.02. The Securities were

issued to the Lender upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item

7.01 Regulation FD Disclosure.

April 14, 2026, the Company issued a press release announcing the full exercise of the underwriters’ option and the initial

funding under the Term Loan Agreement. A copy of the press release is furnished as Exhibit 99.1

hereto and is incorporated herein by reference.

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

Exercise of Underwriters’

Option

In connection with the Company’s previously announced underwritten public offering, on April 10, 2026, the underwriters exercised

their option to purchase an additional 4,477,611 shares of Common Stock (the “Option Shares”) at the public offering price,

less the underwriting discounts and commissions. The closing of the purchase of the Option Shares by the underwriters occurred on April

14, 2026.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits

EXHIBIT

DESCRIPTION

4.1

Warrant to Purchase Common Stock, dated April 13, 2026.

4.2

Registration Rights Agreement, dated April 13, 2026.

99.1

Press Release, dated April 14, 2026.

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 hereunto duly authorized.

NEW ERA ENERGY & DIGITAL, INC.

Date: April 14, 2026

By:

/s/ E. Will Gray II

E. Will Gray II

Chief Executive Officer

EX-4.1 — WARRANT TO PURCHASE COMMON STOCK, DATED APRIL 13, 2026

EX-4.1

Filename: ea028610401ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution Version

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN

CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN

OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER

SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Date of Issuance: April 13,

2026

WARRANT TO PURCHASE COMMON STOCK

NEW ERA ENERGY & DIGITAL,

INC.

(Void after April 13, 2031)

This certifies that Macquarie

Equipment Capital Inc., a Delaware corporation, or assigns (“Holder”), for value received, is entitled to purchase

from New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), 400,208 shares of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”), for cash, at a purchase price per share equal to the

Exercise Price (hereinafter defined), as adjusted pursuant to the terms and conditions herein. For purposes of this Agreement, the “Exercise

Price” means $4.9974. This Warrant is issued in connection with that certain Term Loan Agreement, dated as of April 8, 2026,

by and among the Company, Texas Critical Data Centers LLC, and Holder (as may be subsequently amended, restated and supplemented from

time to time, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined in this Warrant shall

have the meaning(s) ascribed to them in the Loan Agreement, unless the context would otherwise require.

Subject to Section 4.3,

this Warrant may be exercised at any time or from time to time up to and including 5:00 p.m. (Eastern time) on April 13, 2031(the “Expiration

Date”), upon surrender to the Company with e-mail delivery to E. Will Gray II at [ ]

(with a copy not constituting notice sent to Katherine Terrell Frank at [ ])

(or at such other location as the Company may advise Holder in writing) of this Warrant properly endorsed with the form of subscription

attached hereto (the “Form of Subscription”) duly completed and signed and upon payment in cash or wire transfer of

immediately available funds of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined

in accordance with the provisions hereof. The Exercise Price and the number of shares purchasable hereunder are subject to further adjustment

as provided in Section 4 of this Warrant.

This Warrant is subject to

the following terms and conditions:

1. Exercise;

Issuance of Certificates; Payment for Shares. This Warrant shall be exercisable at the option of Holder, at any time or from time

to time, on or before the Expiration Date for all or any portion of the shares of Common Stock (but not for a fraction of a share) which

may be purchased hereunder for the Exercise Price multiplied by the number of shares to be purchased. The Company agrees that the shares

of Common Stock purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the

close of business on the date on which the Form of Subscription shall have been delivered and payment made for such shares. Subject to

the provisions of Section 2, electronic certificates or book entries for the shares of Common Stock so purchased, together with

any other securities or property to which Holder is entitled upon such exercise, shall be delivered to Holder by the Company within a

reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares

which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of

like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to Holder within a reasonable time.

2. Limitation

on Transfer.

(a) This

Warrant and the Common Stock issuable upon exercise of the Warrant shall not be transferable except upon the conditions specified in this

Section 2, which conditions are intended to ensure compliance with the provisions of the Securities Act. Each Holder of this Warrant

or the Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Common Stock issuable hereunder to agree to

take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Notwithstanding

the foregoing and any other provision of this Section 2 but subject to the last sentence of Section 2(c), Holder may freely

transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant at any time to any Affiliate of the Lender under

the Loan Agreement (each, a “Permitted Transferee”), by giving the Company notice of the portion of the Warrant being

transferred setting forth the name, address and taxpayer identification number of the Permitted Transferee and surrendering this Warrant

to the Company for reissuance to the Permitted Transferees(s) (and Holder, if applicable); provided, however, that (i) any

such transfer to a Permitted Transferee shall be subject to compliance with applicable federal and state securities laws, (ii) such Permitted

Transferee agrees in writing to take and hold such securities subject to the provisions and conditions of this Warrant and (iii) on or

prior to such transfer, such Permitted Transferee shall deliver to the Company a duly completed and executed Internal Revenue Service

Form W-9 or other tax form establishing an exemption from U.S. federal backup withholding tax.

(b) Each

certificate representing (i) this Warrant, (ii) Common Stock issued or issuable upon exercise of this Warrant; and (iii) any other securities

issued in respect of the Common Stock issuable hereunder issued upon any stock split, stock dividend, recapitalization, merger, consolidation

or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered

and sold under the Securities Act or sold under Rule 144 promulgated under the Securities Act) be stamped or otherwise imprinted with

a legend substantially in the following form (in addition to any legend required under applicable state securities laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE

HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH

REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION

THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

and each person to whom this Warrant is subsequently transferred represents and warrants to the Company (by acceptance of such transfer)

that it will not transfer this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities

Act was in effect with respect to such securities at the time of issuance thereof) unless (i) there is an effective registration statement

under the Securities Act and applicable state securities laws covering any such transaction, (ii) pursuant to Rule 144 under the Securities

Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) the Company receives an opinion of

counsel, reasonably satisfactory to the Company, that an exemption from such registration is available. Notwithstanding the foregoing

or any other provision of this Section 2, Holder shall not transfer this Warrant (or securities issuable upon exercise hereof,

or securities issuable, directly or indirectly, upon conversion of such securities, if any) to any competitor of the Company, as determined

in good faith by the Board of Directors of the Company (the “Board”), without the prior written consent of the Company.

3. Shares

to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all shares of Common Stock issuable upon the exercise

of this Warrant will, upon issuance and payment of the applicable Exercise Price in accordance with the terms hereof, be duly authorized,

validly issued, fully paid and nonassessable and free from all preemptive rights (other than those preemptive rights that have been waived)

of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees

that, at all times while this Warrant may be exercised, the Company will have authorized and reserved, for the purpose of enabling it

to issue shares of Common Stock upon exercise of this Warrant, a sufficient number of shares of authorized but unissued Common Stock,

or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. The Company

will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation

of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed.

The Company will not take any intentional action which would result in any adjustment of the Exercise Price (as described in Section

4 hereof) (i) if the total number of shares of Common Stock issuable after such action upon exercise of all outstanding warrants,

together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and

upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Common Stock then authorized

by the Company’s Certificate of Incorporation, as amended and restated from time to time (the “Charter”), or

(ii) if the par value per share of the Common Stock would exceed the Exercise Price.

4. Adjustment

of Exercise Price and Number of Shares. The Exercise Price and the number of shares purchasable upon the exercise of this Warrant

shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4. Upon each adjustment

of the Exercise Price, Holder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number

of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable

pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment.

4.1 Subdivision

or Combination of Stock. In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number

of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case

the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Exercise Price in effect

immediately prior to such combination shall be proportionately increased.

4.2 Dividends.

If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon

the exercise of this Warrant) shall have received or become entitled to receive:

(a) Common

Stock, or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible into

or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way

of dividend or other distribution;

(b) any

cash paid or payable, including as a cash dividend; or

Stock or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification, combination

of shares or similar corporate rearrangement, (other than shares of Common Stock issued as a stock split, adjustments in respect of which

shall be covered by the terms of Section 4.1 above);

then and in each such case, Holder shall, upon

exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, the amount

of Common Stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder

would hold on the date of such exercise had it been the holder of record of such Common Stock as of the date on which the other holders

of the Company’s Common Stock received or became entitled to receive such shares and/or all other additional stock and other securities

and property.

4.3 Change

of Control. In the event of a Change of Control (hereinafter defined), this Warrant shall be automatically exchanged for the maximum

number of shares issuable pursuant to the terms hereof (after taking into account all adjustments described herein) had Holder elected

to exercise this Warrant immediately prior to the closing of such Change of Control, and purchased all such shares pursuant to the cash

exercise provision set forth in Section 1. The Company acknowledges and agrees that Holder shall not be required to make any payment

(cash or otherwise) for such shares as consideration for their issuance pursuant to the terms of the preceding sentence. “Change

of Control” means any sale, license, or other disposition of all or substantially all of the assets of the Company, any reorganization,

consolidation or merger or other transaction involving the Company where the holders of the Company’s securities before the transaction

beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction or any acquisition by

any person or group of persons of the power, directly or indirectly, whether or not exercised, to control or direct the Company’s

board of directors or cause the direction of the management or policies of the Company, whether through ownership of equity interests,

by contract, arrangement, understanding or otherwise; provided that an issuance of equity securities for the primary purpose of raising

capital shall not be considered a Change of Control under this Warrant. This Warrant shall terminate upon Holder’s receipt of the

number of shares of the Company’s equity securities described in this Section 4.3.

4.4 Notice

of Adjustment. Upon any adjustment of the Exercise Price, and/or any increase or decrease in the number of shares purchasable upon

the exercise of this Warrant, the Company shall give written notice thereof, in accordance with Section 12 hereof. The notice,

which may be substantially in the form of Exhibit A attached hereto, shall be signed by the Company’s Chief Financial Officer

and shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable

at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which

such calculation is based.

4.5 Other

Notices. If at any time:

(a) the

Company shall declare any cash dividend upon its Common Stock;

(b) the

Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders

of its Common Stock;

shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company

with, or sale of all or substantially all of its assets to, another entity; or

(d) there

shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, in any one or more of said cases, the Company

shall give, in accordance with Section 12 hereof, (i) at least 5 days’ prior written notice of the date on which the books

of the Company shall close or a record shall be taken for such dividend or distribution or for determining rights to vote in respect of

any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (ii)

in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other

action, at least 5 days’ written notice of the date when the same shall take place. Any notice given in accordance with the foregoing

clause (i) shall also specify, in the case of any such dividend or distribution, the date on which the holders of Common Stock shall be

entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common

Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification,

consolidation, merger, sale, dissolution, liquidation or winding-up, or other action as the case may be.

4.6 Certain

Events. If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provisions of

this Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant in

accordance with the essential intent and principles of such provisions, then the Board shall make in good faith an adjustment in the number

and class of shares issuable under this Warrant, the Exercise Price and/or the application of such provisions, in accordance with such

essential intent and principles, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give Holder

upon exercise for the same aggregate Exercise Price the total number, class and kind of shares as Holder would have owned had this Warrant

been exercised prior to the event and had Holder continued to hold such shares until after the event requiring adjustment.

5. Issue

Tax. The delivery of, and issuance of certificates for shares of Common Stock upon the exercise of, this Warrant shall be made without

charge to Holder for any documentary, stamp or similar issue tax in respect thereof; provided, however, that the Company

shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate

in a name other than that of the then Holder being exercised.

6. Closing

of Books. The Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Common Stock

issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.

7. No

Voting Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring upon Holder the right to

vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors of the Company or any other matters

or any rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable in respect of the Warrant or the interest

represented thereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised; provided,

however, that if any dividends are due or paid at any time on the underlying securities for which this Warrant is exercisable,

then upon exercise, the securities issued to Holder shall be deemed to have accrued, and be paid, identical dividends from the same time

as the outstanding shares for which this Warrant is exercisable were first issued (or, if later, the date of this Warrant). No provisions

hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights

or privileges of Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a stockholder of the Company,

whether such liability is asserted by the Company or by its creditors.

8. Registration

Rights Agreement. Holder shall be entitled, with respect to the shares of Common Stock issued upon exercise of this Warrant to the

registration rights set forth in that certain Registration Rights Agreement, dated as of April 13, 2026, by and between the Company and

Holder (as amended and/or restated from time to time, the “Registration Rights Agreement”).

9. [Reserved.]

10. Rights

and Obligations Survive Exercise of Warrant. The rights and obligations of the Company, of Holder and of the holder of shares of Common

Stock issued upon exercise of this Warrant, contained in Section 8 shall survive the exercise of this Warrant; provided,

however, that the covenants in Section 8 shall terminate at such time as Holder no longer beneficially owns any shares of

Common Stock issued upon exercise of this Warrant.

11. Modification

and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing

signed by the party against which enforcement of the same is sought.

12. Notices.

Any notice, request or other document required or permitted to be given or delivered to Holder or the Company shall be deemed to have

been given (i) upon receipt if delivered personally or by courier or (ii) when the recipient replies to the sender and confirms the recipient

received the sender’s e-mail, to Holder at [ ] (with a copy not constituting

notice sent to Joshua Stevens at [ ] and Phoebe Yang at [ ]),

and to the Company at [ ] (with a copy not constituting notice sent to Katherine

Terrell Frank at [ ]).

13. Survival

of Certain Obligations. All of the obligations of the Company relating to the Common Stock issuable upon the exercise of this Warrant

shall survive the exercise and termination of this Warrant in accordance with its terms. All of the covenants and agreements of the Company

shall inure to the benefit of and be binding upon the successors and permitted assigns of Holder in accordance with their respective terms.

The Company will, at the time of the exercise of this Warrant, in whole or in part, upon request of Holder but at the Company’s

expense, acknowledge in writing its continuing obligation to Holder in respect of any rights (including, without limitation, any right

to registration of the shares of Common Stock) to which Holder shall continue to be entitled after such exercise as a result of Holder

holding securities of the Company in accordance with the terms of this Warrant; provided, that the failure of Holder to make any such

request shall not affect the continuing obligation of the Company to Holder in respect of such rights.

14. Descriptive

Headings and Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience

only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of

the parties shall be governed by, the laws of the State of New York.

15. Lost

Warrants or Stock Certificates. The Company agrees that upon receipt of evidence reasonably satisfactory to the Company and its transfer

agent of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such loss, theft or destruction,

upon receipt by the Company of (i) an affidavit of that fact by the person so claiming such loss, theft, destruction or mutilation, (ii)

an indemnity reasonably satisfactory to the Company and its transfer agent and (iii) such other documents reasonably requested by the

Company or its transfer agent, the Company at its expense will make and deliver a new Warrant or stock certificate, of like tenor, in

lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.

16. Fractional

Shares. No fractional shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional share,

pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Exercise Price.

17. Representations

of Holder. With respect to this Warrant, Holder represents and warrants to the Company as follows:

17.1 Experience.

It is experienced in evaluating and investing in companies engaged in businesses similar to that of the Company; it understands that investment

in this Warrant involves substantial risks; it has made detailed inquiries concerning the Company, its business and services, its officers

and its personnel; the officers of the Company have made available to Holder any and all written information it has requested; the officers

of the Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has relied upon information

made available to it by the Company; and it has such knowledge and experience in financial and business matters that it is capable of

evaluating the merits and risks of investment in the Company and it is able to bear the economic risk of that investment.

17.2 Investment.

It is acquiring this Warrant and any shares of Common Stock issuable upon exercise of this Warrant for investment for its own account

and not with a view to, or for resale in connection with, any distribution thereof. It understands that this Warrant and the shares of

Common Stock issuable upon exercise thereof have not been registered under the Securities Act, nor qualified under applicable state securities

laws.

17.3 Rule

144. It acknowledges that this Warrant and the Common Stock issuable upon exercise of this Warrant must be held indefinitely unless

they are subsequently registered under the Securities Act or an exemption from such registration is available. It has been advised or

is aware of the provisions of Rule 144 promulgated under the Securities Act.

17.4 Access

to Data. It has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s

management and has had the opportunity to inspect the Company’s facilities.

17.5 Accredited

Investor. It is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

18. Additional

Representations and Covenants of the Company. The Company hereby represents, warrants and agrees as follows:

18.1 Organization,

Good Standing. The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation,

with all requisite power and authority to issue and enter into this Warrant and to perform its obligations hereunder.

18.2 Power

and Authority. The Company has all requisite legal right, power and authority to issue this Warrant and to perform all its obligations

relating thereto.

18.3 Authorization.

All corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution, delivery and

performance by the Company of this Warrant has been taken.

18.4 Consents,

Waiver, Authorization Filings. No consent, waiver or authorization of, or filing with any governmental authority is required in connection

with the issuance of this Warrant.

18.5 Enforceability.

This Warrant is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except

as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the

enforcement of creditors’ rights generally and by general principles of equity.

18.6 Exempt

Offering; No Registration. Subject in part to the truth and accuracy of Holder’s representations set forth in Section 17

hereof, the offer, issuance and sale of this Warrant is, and the issuance of Common Stock upon exercise of this Warrant will be exempt

from the registration requirements of the Securities Act, and are exempt from the qualification requirements of any applicable state securities

laws; and neither the Company nor anyone acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

18.7 Stock

Issuance. Upon exercise of this Warrant, the Company will cause the issuance of the shares of Common Stock purchased pursuant to the

exercise to be issued in book entry form in the names of Holder, its nominees or assignees, as appropriate at the time of such exercise.

18.8 Charter

Documents. The Company has provided Holder with, or Holder otherwise has public access to, true and complete copies of the Charter,

Bylaws, or other charter document setting forth any rights, preferences and privileges of the Company’s capital stock, each as amended

and in effect on the date hereof.

18.9 Tax

Reporting. The Company shall use commercially reasonable efforts to provide (at Holder’s expense) any information reasonably

requested by Holder necessary to enable Holder to comply with its U.S. federal income tax reporting obligations.

18.10 No

Conflicts. The execution, delivery and performance of this Warrant do not and will not, with or without the passage of time or the

giving of notice or both, (i) conflict with or violate any provision of the Charter or other document setting forth any rights, preferences

and privileges of the Company’s capital stock, each as amended and in effect on the date hereof, (ii) conflict with or violate any

requirement of law or material Company contract, (iii) result in or require the creation or imposition of any lien upon any assets of

the Company or (iv) require any action by or in respect of, or filing with, any governmental body, agency or official, other than (x)

such as have been obtained and remain in full force and effect, and (y) such qualifications or filings under applicable federal and state

securities laws as may be required in connection with the transactions contemplated hereby.

[Remainder of this page intentionally

left blank; signature page follows]

IN WITNESS WHEREOF, the Company

has caused this Warrant to be duly executed by its officer, thereunto duly authorized as of the date of issuance set forth on the first

page hereof.

NEW ERA ENERGY & DIGITAL, INC.

By:

/s/ E. Will Gray II

Name:

E. Will Gray II

Title:

Chief Executive Officer

MACQUARIE EQUIPMENT CAPITAL INC.

By:

/s/ Josh Stevens

Name:

Josh Stevens

Title:

Division Director

By:

/s/ Greg Fitzgerald

Name:

Greg Fitzgerald

Title:

Division Director

FORM OF SUBSCRIPTION

(To be signed only upon exercise

of Warrant)

To: __________________________

☐ The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase

right represented by such Warrant for, and to purchase thereunder, ___________ (_________) shares of Common Stock of New Era Energy &

Digital, Inc. and herewith makes payment of ___________ Dollars ($_______) therefor, and requests that the certificates for such shares

be issued in the name of, and delivered to, _____________, whose address is ___________________.

The undersigned acknowledges that it has reviewed

the representations and warranties contained in Section 17 of the Warrant and by its signature below hereby makes such representations

and warranties to the Company.

Dated

Holder:

By:

Its:

(Address)

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned, the holder

of the within the Warrant, hereby sells, assigns and transfers all of the rights of the undersigned under the within the Warrant, with

respect to the number of shares of Common Stock covered thereby set forth herein below, unto:

Name of Assignee

Address

No. of Shares

Dated

Holder:

By:

Its:

EXHIBIT A

NEW ERA ENERGY & DIGITAL,

INC.

Reference is hereby made to

that certain Warrant dated April 13, 2026, issued by New Era Energy & Digital, Inc., a Nevada corporation (the “Company”),

to Macquarie Equipment Capital Inc. (“Holder”). Capitalized terms used herein and not otherwise defined herein shall

have the meaning(s) ascribed to them in the Warrant, unless the context would otherwise require.

[IF APPLICABLE] The Warrant

provides that the actual number and type of shares of the Company’s capital stock issuable upon exercise of the Warrant and the

Exercise Price are to be determined by reference to one or more events or conditions subsequent to the issuance of the Warrant. Such events

or conditions have now occurred or lapsed, and the Company wishes to confirm the actual number of shares issuable and the Exercise Price.

The provisions of this Supplement to Warrant are incorporated into the Warrant by this reference, and shall control the interpretation

and exercise of the Warrant.

[IF APPLICABLE] Notice is

hereby given pursuant to Section 4.4 of the Warrant that the following adjustment(s) have been made to the Warrant: [describe adjustments,

setting forth details regarding method of calculation and facts upon which calculation is based].

This certifies that Holder

is entitled to purchase from the Company, at Holder’s option, either (i) (_________) fully paid and nonassessable shares of the

Company’s _________ Stock at a price of _______________________ Dollars ($_________) per share or (ii) (_______________) fully paid

and nonassessable shares of the Company’s _____________ Stock at a price of ___________________________ Dollars ($__________) per

share. The applicable Exercise Price and the number of shares purchasable under the Warrant remain subject to adjustment as provided

in Section 4 of the Warrant.

Executed this ___ day of ______________,

20___.

NEW ERA ENERGY & DIGITAL, INC.

By:

Name:

Title:

EX-4.2 — REGISTRATION RIGHTS AGREEMENT, DATED APRIL 13, 2026

EX-4.2

Filename: ea028610401ex4-2.htm · Sequence: 3

Exhibit 4.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement

(this “Agreement”) is made and entered into as of April 13, 2026, by and among New Era Energy & Digital, Inc.,

a Nevada corporation (the “Parent”), Macquarie Equipment Capital Inc., a Delaware corporation (the “Stockholder”)

and any Permitted Assignee (as defined herein) who becomes a party to this Agreement by entering into a joinder agreement in the form

attached hereto as Exhibit A. Parent, the Stockholder and any Permitted Assignee are sometimes referred to herein individually

as a “Party” and collectively as the “Parties”.

WHEREAS, Parent and

the Stockholder have entered into that certain Term Loan Credit Agreement, dated as of April 8, 2026 (the “Credit Agreement”),

by and among Parent, the Stockholder and Texas Critical Data Centers, LLC, a Delaware limited liability company (the “Borrower”);

WHEREAS, Parent and

the Stockholder have entered into that certain Subscription Agreement, dated as of April 13, 2026 (as the same may be amended or supplemented,

the “Subscription Agreement”), pursuant to which Parent will issue to the Stockholder shares of Common Stock (as defined

below) (the “Equity Issuance”);

WHEREAS, on April 13,

2026, in connection with entry into the Credit Agreement, Parent issued and sold to the Stockholder warrants to purchase shares of Common

Stock (the “Warrants” and the shares of Common Stock underlying the Warrants, the “Warrant Shares”)

(such issuance, together with the Equity Issuance, the “Transaction”);

WHEREAS, upon the consummation

of the Transaction, subject to the terms of the Subscription Agreement and the Credit Agreement, the Stockholder shall receive the Warrants

and the Purchased Common Stock (as defined herein) as consideration for entering into the Credit Agreement; and

WHEREAS, Parent and

the Stockholder desire to enter into this Agreement, to provide the Stockholder with certain rights relating to the registration of the

Warrants, the Warrant Shares and the shares of Purchased Common Stock to be received by it pursuant to the Transaction.

NOW, THEREFORE, in

consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the Parties hereto hereby agree as follows:

1. Defined

Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate”

of a Person means any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is

under common control with, such Person. The term “control” (including the terms “controlling”, “controlled

by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction

of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise; provided

that, for the purposes of this Agreement, the Stockholder shall not be deemed an Affiliate of Parent or any of its subsidiaries, and neither

Parent nor any of its subsidiaries shall be deemed an Affiliate of the Stockholder.

“Agreement”

has the meaning set forth in the preamble.

“Board”

means the board of directors (or any successor governing body) of Parent.

“Borrower”

has the meaning set forth in the recitals.

“Business Day”

means any day other than a Saturday, a Sunday or a legal holiday for commercial banks in New York, New York.

“Closing Date”

has the meaning given to such term in the Credit Agreement.

“Commission”

means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the

time.

“Common Stock”

means the common stock, par value $0.0001 per share, of Parent.

“Controlling Person”

means a “controlling person” within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act.

“Credit Agreement”

has the meaning set forth in the recitals.

“DTC” has

the meaning set forth in Section 5(n).

“EDGAR”

has the meaning set forth in Section 9(c).

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governmental Authority”

means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government

or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority

(to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court

or tribunal of competent jurisdiction.

“Parent”

has the meaning set forth in the preamble and includes Parent’s successors by merger, acquisition, reorganization or otherwise.

“Party”

and “Parties” have the meanings set forth in the preamble.

“Permitted Assignee”

has the meaning set forth in Section 14.

“Person”

means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,

trust, association or other entity.

“Prospectus”

means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that includes

any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A under

the Securities Act or any successor rule thereto), as amended or supplemented by any prospectus supplement with respect to the terms of

the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements

to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“Purchased Common

Stock” means the shares of Common Stock to be issued and sold to Stockholder pursuant to the Subscription Agreement.

“Registrable Securities”

means the Warrants, the Warrant Shares, and the Purchased Common Stock beneficially owned by the Stockholder or a Permitted Assignee;

provided, however, that such Warrants, Warrant Shares and Purchased Common Stock shall cease to be Registrable Securities

when (i) such Warrants, Warrant Shares and Purchased Common Stock have been disposed of pursuant to an effective Registration Statement

and the recipient thereof may trade such Warrants, Warrant Shares and shares of Purchased Common Stock without restriction, (ii) such

Warrants, Warrant Shares and Purchased Common Stock are sold under circumstances in which all of the applicable conditions of Rule 144

under the Securities Act (or any successor rule under the Securities Act) are met and all restrictive legends have been removed from such

Warrants, Warrant Shares and Purchased Common Stock, (iii) such Warrant Shares and Purchased Common Stock beneficially owned by the

Stockholder or a Permitted Assignee, on an individual basis, represent less than one percent of the aggregate number of shares of Common

Stock then issued and outstanding and such Warrant Shares and Purchased Common Stock become eligible for immediate sale pursuant to Rule

144 (or any successor rule under the Securities Act) without time, volume or manner of sale restrictions, (iv) such Warrants, Warrant

Shares and Purchased Common Stock have been disposed of in a private transaction pursuant to which the Stockholder’s rights have

not been assigned in accordance with Section 14, or (v) such Warrants, Warrant Shares and Purchased Common Stock cease to

be outstanding.

“Registration Statement”

means any registration statement of Parent, including a Prospectus, amendments and supplements to such registration statement, including

post-effective amendments, all exhibits and all material incorporated by reference in such registration statement.

“Rule 144”

means Rule 144 under the Securities Act or any successor rule thereto.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Expenses”

means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees

and disbursements of counsel for any holder of Registrable Securities, except for the reasonable fees and disbursements of counsel for

the holders of Registrable Securities required to be paid by Parent pursuant to Section 6.

“Shelf Registration”

has the meaning set forth in Section 2(a).

“Shelf Registration

Statement” has the meaning set forth in Section 2(a).

“Shelf Supplement”

means a supplement to a prospectus for the purpose of effecting an offering pursuant to Rule 415 under the Securities Act or any successor

rule thereto.

“Stockholder”

has the meaning set forth in the preamble.

“Subscription Agreement”

has the meaning set forth in the recitals.

“Transaction”

has the meaning set forth in the recitals.

“Underwritten Offering”

means a sale of Common Stock of Parent to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

“Warrant Shares”

has the meaning set forth in the recitals.

“Warrants”

has the meaning set forth in the recitals.

2. Shelf

Registration.

(a) Parent

shall, within 30 calendar days of the Closing Date, file a Registration Statement (the “Shelf Registration Statement”)

under the Securities Act to permit the public resale of all the Registrable Securities by the Stockholder from time to time as permitted

by Rule 415 under the Securities Act (the “Shelf Registration”) and shall use commercially reasonable efforts to cause

such Registration Statement to become or be declared effective as soon as practicable after the filing thereof. Following the effective

date of the Shelf Registration Statement, Parent shall notify the Stockholder of the effectiveness of such Shelf Registration Statement.

(b) The

Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to Parent, on Form S-1 or

such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities and

shall contain a prospectus in such form as to permit the Stockholder to sell such Registrable Securities pursuant to Rule 415 under the

Securities Act (or any successor or similar rule adopted by the Commission then in effect) at any time beginning on the effective date

for such Shelf Registration Statement. The Shelf Registration Statement shall provide for the resale pursuant to any method or combination

of methods legally available to the Stockholder.

shall use commercially reasonable efforts to cause the Shelf Registration Statement to remain continuously effective, and to be supplemented

and amended to the extent necessary to ensure that the Shelf Registration Statement is available or, if not available, that another Registration

Statement is available, for the resale of all the Registrable Securities by the Stockholder until all of the Registrable Securities have

ceased to be Registrable Securities or the earlier termination of this Agreement pursuant to Section 11.

(d) In

connection with the Shelf Registration, the Stockholder agrees (A) to supply any information reasonably requested by Parent in connection

with the preparation of the Shelf Registration Statement and/or any other documents relating to the Shelf Registration and (B) to

execute and deliver any agreements and instruments reasonably requested by Parent to effectuate the Shelf Registration, including, without

limitation, questionnaires.

3. Delay

and Suspension Rights. Notwithstanding any other provision of this Agreement, Parent may postpone or suspend for up to 60 days

the effectiveness or use of the Shelf Registration Statement or the filing of any Shelf Supplement if the Board determines in its reasonable

good faith judgment that such use or filing would: (i) materially interfere with a significant acquisition, corporate organization,

financing, or securities offering involving Parent; (ii) require premature disclosure of material information that Parent has a bona

fide business purpose for preserving as confidential; or (iii) render Parent unable to materially comply with requirements under

the Securities Act or Exchange Act. Parent shall provide prompt written notice to the Stockholder of any delay or suspension pursuant

to this Section 3 (including the anticipated duration thereof, to the extent known), provided that the failure to provide advance notice

shall not be deemed a breach if such delay or suspension is required to prevent premature disclosure of material nonpublic information.

Parent shall use commercially reasonable efforts to resume the use or effectiveness of the Shelf Registration Statement as promptly as

practicable following the cessation of the circumstances giving rise to such delay or suspension. Parent may delay or suspend under this

Section 3 for not more than a total of 60 days during any 120-day period or 90 days during any 365-day period and shall not exercise its

rights under this Section 3 in a manner intended to circumvent its registration obligations hereunder.

4. Holdbacks;

Other Restrictions and Acknowledgements. In connection with any Underwritten Offering, if requested by the managing underwriter,

each of the Stockholder and any Permitted Assignee participating in such Underwritten Offering agrees to enter into customary agreements

restricting the public sale or distribution of equity securities of Parent (including sales pursuant to Rule 144 under the Securities

Act) during the period commencing on the launch of such offering and continuing for not more than 90 days after the date of the “final”

Prospectus (or “final” prospectus supplement), pursuant to which such Underwritten Offering shall be made, or such lesser

period as is required by the lead managing underwriter(s); provided that, notwithstanding the foregoing, (i) the duration

of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the Stockholder

or any Permitted Assignee or the officers or directors on whom a restriction is imposed and (ii) that the restrictions set forth

in this Section 4 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such holder.

5. Registration

Procedures. In connection with its obligations under Section 2, Parent shall use its commercially reasonable efforts

to effect the offer and sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition

thereof, and pursuant thereto Parent shall as soon as reasonably practicable and as applicable:

(a) prepare

and file with the Commission a Registration Statement covering such Registrable Securities and use its commercially reasonable efforts

to cause such Registration Statement to be declared effective;

(b) prepare

and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus

used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the

Securities Act with respect to the disposition of all Registrable Securities subject thereto until the date on which all the Registrable

Securities subject thereto have been sold pursuant to such Registration Statement;

a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto with the Commission, furnish

to one counsel selected by the Stockholder included in such Registration Statement, Prospectus or amendments or supplements thereto copies

of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel;

(d)  notify

each selling holder of Registrable Securities, promptly after Parent receives notice thereof, of the time when such Registration Statement

has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed with the Commission;

(e) furnish

to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including

each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein)

and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned

by such seller;

(f)  notify

each selling holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the

Securities Act, of the happening of any event that would cause the Prospectus included in such Registration Statement to contain an untrue

statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under

which they were made, not misleading, and, at the request of any such holder, Parent shall prepare and file as soon as practicable a supplement

or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall

not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading;

(g) provide

a transfer agent and registrar (which may or may not be the same entity) for all such Registrable Securities not later than the effective

date of such registration;

(h) cause

such shares of Purchased Common Stock and Warrant Shares to be listed on each securities exchange on which the Common Stock is then listed;

(i) otherwise

use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission;

(j) use

its commercially reasonable efforts to cause such Registrable Securities to be registered with or approved by such other governmental

agencies or authorities as may be necessary by virtue of the business and operations of Parent to enable the holders of such Registrable

Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;

(k) notify

the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration

Statement or Prospectus or for additional information;

(l) advise

the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop

order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding

for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal

at the earliest possible moment if such stop order should be issued;

(m) permit

any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a Controlling

Person of Parent, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished

to Parent in writing, which in the reasonable judgment of such holder and its counsel should be included;

(n) cooperate

with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable

Securities to be sold pursuant to such Registration Statement free of any restrictive legends and representing such amounts and registered

in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable

Securities pursuant to such Registration Statement; provided, that Parent may satisfy its obligations hereunder without issuing

physical stock certificates through the use of the facilities of The Depository Trust Company (“DTC”);

(o) take

no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any prohibition

is applicable to Parent, Parent will take all commercially reasonable action to make any such prohibition inapplicable; and

(p) otherwise

use its commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated

hereby.

6. Expenses.

All expenses (other than Selling Expenses) incurred by Parent in complying with its obligations pursuant to this Agreement and in connection

with the registration and disposition of Registrable Securities shall be paid by Parent, including, without limitation, all (i) registration

and filing fees (including, without limitation, any fees relating to filings required to be made with, or the listing of any Registrable

Securities on, any securities exchange or over-the-counter trading market on which the Registrable Securities are listed or quoted); (ii) fees

and expenses of complying with securities and “blue sky” laws (including, without limitation, fees and disbursements of counsel

for Parent in connection with “blue sky” qualifications or exemptions of the Registrable Securities) of any domestic jurisdictions,

reasonably requested by the holders of Registrable Securities; (iii) printing expenses; (iv) messenger, telephone and delivery

expenses; (v) fees and expenses of Parent’s counsel and accountants; and (vi) Financial Industry Regulatory Authority,

Inc. filing fees (if any). In addition, Parent shall be responsible for all of its internal expenses incurred in connection with the consummation

of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees

performing legal or accounting duties) and the expense of any annual audits. All Selling Expenses relating to the offer and sale of Registrable

Securities registered under the Securities Act pursuant to this Agreement shall be borne and paid by the holders of such Registrable Securities,

in proportion to the number of Registrable Securities included in such registration for each such holder.

7. Indemnification.

(a) Parent

shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, such holder’s

officers, directors, managers, members, partners, stockholders, employees and affiliates, each underwriter, broker or any other Person

acting on behalf of such holder of Registrable Securities and each other Controlling Person, if any, who controls any of the foregoing

Persons, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons

may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise

out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus,

preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any

amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary

to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances

under which they were made) not misleading; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any

of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are

(i) caused by or contained in any information furnished to Parent by such holder expressly for use therein, (ii) caused by such holder’s

failure to deliver a copy of the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule

405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable

law to be so delivered) after Parent has furnished such holder with a sufficient number of copies of the same prior to any written confirmation

of the sale of Registrable Securities, or (iii) attributable to such holder’s sale of Registrable Securities in violation of applicable

law or any stop order or similar directive of the Commission of which such holder had notice. This indemnity shall be in addition to any

liability Parent may otherwise have.

(b) In

connection with any registration in which a holder of Registrable Securities is participating, such holder shall furnish to Parent in

writing such information as Parent reasonably requests for use in connection with any such Registration Statement or Prospectus and, to

the extent permitted by law, shall indemnify and hold harmless, Parent, each director of Parent, each officer of Parent who shall sign

such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and each

Controlling Person who controls any of the foregoing Persons against any losses, claims, actions, damages, liabilities or expenses resulting

from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus,

free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement

thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein

(in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made)

not misleading, to the extent that such untrue statement or omission is contained in any information so furnished by such holder or such

holder fails to comply with any prospectus delivery requirements or sells Registrable Securities after receiving notice from Parent to

discontinue sales pending an amendment or supplement to the Registration Statement or Prospectus; provided, that the obligation

to indemnify shall be several, not joint and several, for such holder and shall not exceed an amount equal to the net proceeds (after

underwriting fees, commissions or discounts) actually received by such holder from the sale of Registrable Securities pursuant to such

Registration Statement. This indemnity shall be in addition to any liability the selling holder may otherwise have.

after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 7,

such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of

the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless

such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect

of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party,

the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject

or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it

may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such

indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other

expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that, if (i) any

indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified

party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or

could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or

equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have

the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written

consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party

shall reimburse such indemnified party and any Controlling Person of such indemnified party for that portion of the fees and expenses

of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder.

If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees

and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the

reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified

parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel

chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party.

No indemnifying party shall consent to entry of any judgment or enter into any settlement without the prior written consent of the indemnified

party, unless such judgment or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to such

indemnified party of a release from all liability in respect to such claim or litigation and (ii) does not include any statement as to

or any admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d) If

the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with

respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such

indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim,

damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand

and of the indemnified party on the other hand in connection with the statements or omissions that resulted in such loss, claim, damage,

liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect

of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after

underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant

to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among

other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material

fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act

or any other similar federal or state securities laws or rule or regulation promulgated thereunder applicable to Parent and relating to

action or inaction required of Parent in connection with any applicable registration, qualification or compliance was perpetrated by the

indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to

correct or prevent such statement or omission. The Parties agree that it would not be just and equitable if contribution pursuant hereto

were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations

referred to herein. No Person guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act

shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

8. Participation

in Underwritten Registrations. No Person may participate in any registration hereunder that is underwritten unless such Person

(a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or

Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,

underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

9. Rule

144 Compliance. With a view to making available to the holders of Registrable Securities the benefits of Rule 144 and any other

rule or regulation of the Commission that may at any time permit a holder to sell securities of Parent to the public without registration,

Parent shall:

(a) use

commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144;

(b) use

commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of Parent under

the Securities Act and the Exchange Act;

to any holder so long as such holder owns Registrable Securities, promptly upon request, (i) a written statement by Parent as to

its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, (ii) a copy of the most

recent annual or quarterly report of Parent, unless available in the Electronic Data Gathering, Analysis and Retrieval database of the

Commission (“EDGAR”), (iii) such other reports and documents so filed or furnished by Parent as such holder may

reasonably request in connection with the sale of Registrable Securities without registration and, unless such reports or documents are

available in EDGAR and (iv) the opinion of Parent’s counsel, in form and substance reasonably acceptable to the transfer agent

for the Common Stock, relating to such matters as such transfer agent may reasonably request in connection with the removal of any restrictive

legends contained on such Registrable Securities; and

(d) use

commercially reasonable efforts to assist the Stockholder with the removal of any legends contained on such

Registrable Securities required under Rule 144 under the Securities Act; provided that Parent’s obligations hereunder are

subject to the reasonable determination of Parent and Parent’s counsel that any such legend removal complies with the Securities

Act.

10. Recapitalization,

Exchanges, Etc. Affecting the Securities. The provisions of this Agreement shall apply to the full extent set forth

herein with respect to any and all Common Stock of Parent or any successor or assign of Parent (whether by merger, consolidation, sale

of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall

be appropriately adjusted for combinations, splits, recapitalizations, pro rata distributions and the like occurring on or after the date

of this Agreement.

11. Termination.

This Agreement shall terminate and be of no further force or effect with respect to the Stockholder, or any Permitted Assignee when such

Person shall no longer beneficially own any Registrable Securities; provided, that the provisions of Section 6 and Section

7 shall survive any such termination.

12. Notices.

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly

given or made as follows:

(a) if

sent by registered or certified mail in the United States return receipt requested, upon receipt;

(b) if

sent by nationally recognized overnight air courier, one (1) Business Day after mailing;

sent by facsimile transmission, when transmitted and receipt is confirmed;

(d) if

sent by e-mail transmission, with a copy sent on the same day in the manner provided in Section 12(a), Section 12(b) or

Section 12(c), when transmitted and receipt is confirmed; and if otherwise actually personally delivered, when delivered. All communications

to the Parties shall be sent to the following addresses (or any other address that any such Party may designate by written notice to the

other Party):

If to Parent:

New Era Energy & Digital, Inc.

200 N. Loraine Street, Suite 1324

Midland Texas 79701

Attention: E. Will Gray II

Email: [ ]

With copies (which shall not constitute

notice) to:

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

Attention: Sarah Morgan

Katherine Frank

Email: [ ]

If to Stockholder:

Macquarie Equipment Capital Inc.

660 Fifth Avenue

New York, NY 10013

Attention: Joshua Stevens

Email: [ ]

With copies (which shall not constitute

notice) to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Paul Bonewitz

E-mail: [ ]

If to a Permitted Assignee,

to the address set forth on the applicable joinder agreement signature page.

13. Entire

Agreement. This Agreement, the Warrants, and the Subscription Agreement, and any related exhibits and schedules thereto, constitute

the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all

prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the

foregoing, in the event of any conflict between the terms and provisions of this Agreement, the terms and conditions of this Agreement

shall control.

14. Successors

and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective

successors and permitted assigns. Parent may assign this Agreement at any time in connection with a sale or acquisition of Parent, whether

by merger, consolidation, sale of all or substantially all of Parent’s assets, or similar transaction, without the consent of the

other Parties; provided, that the successor or acquiring Person agrees in writing to assume all of Parent’s rights and obligations

under this Agreement. The Stockholder may assign its rights to cause Parent to register Registrable Securities solely to any Affiliate

of the Stockholder or to any transferee listed on Exhibit B hereto (the “Permitted Assignee”), as such Exhibit

B may be amended from time to time by written notice to Parent. The Parent shall be given written notice prior to any such assignment,

stating the name and address of such Permitted Assignee and identifying the Registrable Securities being transferred and, unless already

bound hereby, as a condition to the effectiveness of such assignment, each such Permitted Assignee shall, as a condition to the effectiveness

of such assignment, assume in writing responsibility for its rights and obligations under this Agreement, by executing a joinder agreement

in the form attached hereto as Exhibit A.

15. No

Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and

permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable

right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement; provided, however, the Parties

hereto hereby acknowledge that the Persons set forth in Section 7 are express third-party beneficiaries of the obligations of the

Parties hereto set forth in Section 7.

16. Headings.

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

17. Amendments

and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed

by Parent and the holders of a majority of the then-outstanding Registrable Securities. No waiver by any Party hereto of any default,

misrepresentation or breach of warranty or covenant hereunder, regardless of whether intentional, shall be deemed to extend to any prior

or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue

of any prior or subsequent such occurrence.

18. Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in

any other situation or in any other jurisdiction.

19. Remedies.

Each holder of Registrable Securities that is a Party hereto in addition to being entitled to exercise all rights granted by law, including

recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Parent acknowledges that monetary damages

would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and Parent hereby

agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

20. Governing

Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State

of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby

may be instituted in the courts of the State of New York, or, if such court shall not have jurisdiction, the courts of the United States

of America for the Southern District of New York, and appropriate appellate courts therefrom, and each Party irrevocably submits to the

exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by

mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought

in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding

in such courts, and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought

in any such court has been brought in an inconvenient forum.

21. Waiver

of Jury Trial. Each Party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve

complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial

by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party

to this Agreement certifies and acknowledges that (a) no representative of the other Party has represented, expressly or otherwise,

that such other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such Party has considered

the implications of this waiver, (c) such Party makes this waiver voluntarily and (d) such Party has been induced to enter into

this Agreement by, among other things, the mutual waivers and certifications in this Section 21.

22. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original but which together shall constitute one and

the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be

deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

23. Further

Assurances. Each of the Parties to this Agreement shall, and shall cause their controlled affiliates to, execute and deliver

such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry

out the provisions hereof and to give effect to the transactions contemplated hereby.

(SIGNATURE PAGES FOLLOW)

IN WITNESS WHEREOF, this Agreement

has been executed and delivered as of the date first written above.

NEW ERA ENERGY & DIGITAL, INC.

By:

/s/ E. Will Gray II

Name:

E. Will Gray II

Title:

Chief Executive Officer

[Signature Page to Registration Rights Agreement]

MACQUARIE EQUIPMENT CAPITAL INC.

By:

/s/ Josh Stevens

Name:

Josh Stevens

Title:

Division Director

By:

/s/ Greg Fitzgerald

Name:

Greg Fitzgerald

Title:

Division Director

[Signature Page to Registration Rights Agreement]

Exhibit A

FORM OF JOINDER AGREEMENT TO

REGISTRATION RIGHTS AGREEMENT

The undersigned hereby agrees

to be bound by the terms and provisions of that certain Registration Rights Agreement, dated as of April 13, 2026 (the “Registration

Rights Agreement”), by and among New Era Energy & Digital, Inc., a Nevada corporation (“Parent”), Macquarie

Equipment Capital Inc., a Delaware corporation, and any Permitted Assignee (as defined in the Registration Rights Agreement) who may become

party thereto from time to time, and to join in the Registration Rights Agreement as if the undersigned were originally a Party thereto.

(SIGNATURE PAGE FOLLOWS)

Exhibit A-1

IN WITNESS WHEREOF, the undersigned

has executed this joinder agreement as of [DATE].

Name:

Address:

Exhibit A-2

Exhibit B

PERMITTED ASSIGNEES

Exhibit B-1

EX-99.1 — PRESS RELEASE, DATED APRIL 14, 2026

EX-99.1

Filename: ea028610401ex99-1.htm · Sequence: 4

Exhibit 99.1

New Era Energy & Digital Secures Funding for Development of

its Ector County, Texas Data Center Campus, Including Exercise of Underwriters’ Option

Closing of the full exercise of $15

million underwriters’ option brings New Era a total of $115 million in equity funding pursuant to the previously announced

public offering, the initial Macquarie credit facility provides funding of $20 million with potential future availability of an

additional $270 million for TCDC development, and an additional $5 million in funding was provided via an equity investment from

Macquarie

MIDLAND, Texas – April 14, 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 in the Permian Basin, today announced the closing of

the underwriters’ option to purchase additional shares of common stock in connection with the Company’s previously

announced public offering (the “Equity Offering”), resulting in total gross proceeds of approximately $115 million, together with the initial funding of

the $20 million first tranche loan under the previously announced $290 million senior secured term loan credit facility (“Term

Loan”) with Macquarie Group’s Commodities and Global Markets business (“Macquarie”), as well as an

additional $5 million equity investment from Macquarie at approximately $5 per share.

This balance sheet transformation marks a deliberate

step toward execution and a significantly strengthened financial position, with combined equity proceeds and committed project-level financing

providing a clear capital pathway to progress the development of the Company’s flagship project, Texas Critical Data Centers LLC

(“TCDC”).

The Term Loan is expected to be used to support

key commercial and development milestones, including the procurement of key long-lead equipment and ongoing site development. The Company

intends to use the proceeds from the public offering to repay all outstanding borrowings under its senior secured convertible promissory

note with SharonAI Holdings Inc. and the remainder for general corporate purposes. Upon repayment of the SharonAI note, the Company

will eliminate SharonAI’s existing liens and simplify its capital structure, enhancing its ability to execute financing initiatives

and advance commercial discussions with key counterparties.

New Era’s financing initiatives are complemented

by its previously announced non-binding letter of intent with Stream Data Centers, a leading U.S. data center development and operating

platform. Together with Macquarie, a global financial services group, these relationships reflect growing institutional alignment across

the Company’s capital stack and development platform.

“This marks a pivotal milestone for New

Era,” said E. Will Gray II, Chief Executive Officer of New Era. “With these transformative financings, we have secured the

capital required to support TCDC’s development beyond just phase 1, and significantly strengthened our balance sheet. Our credit

facility with such a trusted expert in infrastructure like Macquarie provides us with valuable financial flexibility as we invest in multiple

phases of TCDC development. We remain fully focused on advancing TCDC toward commercialization and executing on the significant demand

we are seeing for next-generation AI infrastructure.”

Joshua Stevens, Managing Director at Macquarie,

added “We are pleased to support New Era in the development of their TCDC project. We believe TCDC is strategically positioned for

near-term development and power delivery, presenting a compelling opportunity to address the growing demand for high-performance computing

infrastructure.”

Northland Capital Markets served as the lead book-running manager for the Equity Offering and capital markets advisor to the Company for

the Term Loan. Texas Capital Securities served as book-running manager for the Equity Offering.

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+ gigawatt 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.

For investor inquiries,

please contact:

OG Advisory Group

Lincoln Tan

nuai@orangegroupadvisors.com

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 the offering and the use of proceeds therefrom. 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, 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.

GRAPHIC

Filename: ea028610401_ex99-1img1.jpg · Sequence: 5

Binary file (16918 bytes)

Download ea028610401_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 11

v3.26.1

Cover

Apr. 13, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 13, 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: