Current Report · Items 1.01, 3.02, 7.01, 8.01, 9.01 · 8-K

New Era Energy & Digital, Inc.

NUAINASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD Disclosure · Other Events

Filed Apr 14, 2026Accepted Apr 14, 2026, 4:21 PM EDTCIK 2028336Accession 0001213900-26-043542

Company context

We are an exploration and production company whose primary operations include the exploration, development and production of helium, natural gas, oil and natural gas liquids. We source helium produced in association with natural gas reserves located in Chaves County, New Mexico. To date, we have not generated any revenue from the production of helium. Although hydrocarbons are currently our primary source of revenues, our business model is moving from a hydrocarbon focus to a helium focused model and centers on producing and selling helium to various parties in the supply chain, namely Helium Majors, Tier 2 gas companies, and balloon gas distributors. We currently own and operate 137,000 acres in Southeast New Mexico. As of December 31, 2024 we had 85,498 MMcfe of proved hydrocarbon reserves and 166,430 MMcfe of probable hydrocarbon reserves. In addition, we have approximately 422 MMcf of net proved undeveloped helium reserves and 788 MMcf of net probable undeveloped helium reserves. We believe our existing helium production distinguishes us from other emerging companies in the helium exploration and production space. Presently, NEH operates through two wholly owned subsidiaries, (i) Solis Partners, L.L.C., a Texas limited liability company (“Solis Partners”), which is engaged in helium production with associated natural gas and natural gas liquids, and (ii) NEH Midstream LLC, a Texas limited liability company (“NEH Midstream”), which will own and operate the Pecos Slope Plan

Current securities

NUAINASDAQ · EQUITY · Current NUAIWNASDAQ · WARRANT · Current

Historical securities (2)

NEHCNASDAQ · EQUITY · Historical · closed Aug 12, 2025 NEHCWNASDAQ · WARRANT · Historical · closed Aug 12, 2025

Recent company filings

Disclosure sections

Items 1.01, 3.02, 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01 Entry into a Material Definitive Agreement. Equity Issuances and Draw Down On 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. On 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 In 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 3.02Item 3.02 - Unregistered Sales of Equity

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 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On 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 8.01Item 8.01 - Other Events

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.

Filed exhibits (3)

EX-4.1 (by filename) ea028610401ex4-1.htm

EX-4.1 2 ea028610401ex4-1.htm WARRANT TO PURCHASE COMMON STOCK, DATED APRIL 13, 2026 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 OF 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 …

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EX-4.2 (by filename) ea028610401ex4-2.htm

EX-4.2 3 ea028610401ex4-2.htm REGISTRATION RIGHTS AGREEMENT, DATED APRIL 13, 2026 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 …

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EX-99.1 (by filename) ea028610401ex99-1.htm

EX-99.1 4 ea028610401ex99-1.htm PRESS RELEASE, DATED APRIL 14, 2026 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 mill…

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