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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

 

August 12, 2025

Date of Report (Date of earliest event reported)

 

NEW ERA ENERGY & DIGITAL, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   001-42433   99-3749880
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

4501 Santa Rosa Dr.
Midland, TX
  79707
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (432) 695-6997

 

NEW ERA HELIUM INC.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock   NUAI   The Nasdaq Stock Market LLC
Warrants   NUAIW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 7.01 Regulation FD Disclosure.

 

On August 12, 2025, the Company issued a press release announcing that it was changing its name to New Era Energy & Digital, Inc. as part of its rebranding to reflect its strategic focus on powering next-generation AI Data Center infrastructure and will begin trading under its new name and Nasdaq symbol NUAI effective August 13, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information included in this Item 7.01 of this Current Report, including the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number
  Description
99.1   Press release dated August 12, 2025
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

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SIGNATURES

 

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

 

Dated: August 13, 2025

 

  NEW ERA ENERGY & DIGITAL, INC.
     
  By: /s/ E. Will Gray II
  Name:  E. Will Gray II
  Title: Chief Executive Officer

 

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EX-99.1 2 ea025279501ex99-1_newera.htm PRESS RELEASE DATED AUGUST 12, 2025

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

New Era Helium Rebrands as New Era Energy & Digital, Inc. to Reflect Strategic Focus on Powering Next-Generation AI Data Center Infrastructure; Trading to Begin Under New Nasdaq Ticker NUAI

 

MIDLAND, Texas–August 12, 2025. New Era Helium, Inc. (Nasdaq: NEHC) (“NEHC” or the “Company”), a next-generation energy exploration and production platform in the Permian Basin, today announced it has changed its corporate name to New Era Energy & Digital, Inc., and will begin trading under its new Nasdaq symbol NUAI, effective August 13, 2025.

 

This rebrand reflects the Company’s recent strategic transformation into a vertically integrated energy supplier, creating a platform for next-generation digital infrastructure and integrated power assets, including powered land and powered shells. The Company delivers turnkey solutions that will enable hyperscale, enterprise, and edge operators to accelerate data center deployment, optimize total cost of ownership and future-proof their infrastructure investments. New Era Energy & Digital, Inc. (Nasdaq: NUAI), projects generational AI infrastructure demand will grow exponentially over the next decade, driven by rising capacity and significant increases in sector investment.

 

The Company remains under the same leadership team and continues to execute the strategy it introduced with its Texas Critical Data Centers (“TCDC”) project focused on integrating behind-the-meter power (off-grid) and real estate (“Powered Land”), and digital infrastructure tailored for the rapidly expanding AI compute market.

 

Texas Critical Data Centers, currently under development in Ector County, Texas is a scalable, up to 1 gigawatt (GW) AI and high-performance computing (HPC) campus designed to meet accelerating demand for compute capacity and clean energy. Located in one of North America’s leading AI corridors, TCDC will deliver liquid-cooled, high-efficiency compute infrastructure with speed, resilience, and sustainability.

 

 


 

In line with its strategic focus on power and compute infrastructure, the Company is in discussions with various parties on how best to maximize its natural gas and helium assets. The Company remains committed to the global AI ecosystem, where helium continues to play a crucial role in semiconductor manufacturing and the future growth of AI. The Company will seek to maximize shareholder value of its natural gas and helium assets while pivoting to AI infrastructure development efforts. Updates will be provided as developments occur.

 

An updated website featuring new branding and messaging, along with a revised investor presentation, will be available shortly.

 

E. Will Gray II, CEO of New Era Helium, Inc. commented: “This name change marks the next chapter. It’s a clear signal of who we are and where we’re headed. We are the bridge between Silicon Valley and Houston, connecting the compute demands of tomorrow with the energy systems of today, for a shared digital future. With a growing base of vertically integrated assets, from powered land to powered shells, we bring deep infrastructure and energy expertise to help hyperscale, enterprise, and edge operators deploy future-ready HPC campuses faster. Our new name: New Era Energy & Digital, perfectly captures the full breadth of our expanded strategic vision: delivering the physical foundation that powers American innovation.”

 

About New Era Helium, Inc.

 

New Era Helium, Inc. (Nasdaq: NEHC) which will rebrand as New Era Energy & Digital, Inc. (Nasdaq: NUAI) effective August 13, 2025, is a next-generation platform delivering integrated solutions across energy, power, and digital infrastructure. The Company controls over 137,000 acres in Southeastern New Mexico with helium and natural gas reserves. Through its joint venture, Texas Critical Data Centers (TCDC, www.texascriticaldatacenters.com), New Era is advancing a scalable, up to 1GW AI and high-performance computing (HPC) campus to meet surging demand for compute capacity and energy-efficient infrastructure. For more information, visit www.newerahelium.com, and follow on LinkedIn and X.

 

Investor and Media Contact:

 

Investor Relations

Jonathan.Paterson@harbor-access.com

Tel +1 475 477 9401

 

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Cautionary Note Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this press release relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (a) our ability to effectively operate our business segments; (b) our ability to manage our research, development, expansion, growth and operating expenses; (c) our ability to evaluate and measure our business, prospects and performance metrics; (d) our ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry; (e) our ability to respond and adapt to changes in technology and customer behavior; (f) our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and (g) other factors (including the risks contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 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.

 

 

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