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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

 

November 4, 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

 

n/a

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company ☒

 

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

 

 

 

 


 

Item 7.01 Regulation FD Disclosure.

 

On November 4, 2025, New Era Energy & Digital, Inc. (“New Era”) published its investor presentation to the New Era investor relations website.

 

Furnished as Exhibit 99.1 hereto and incorporated by reference herein is the investor presentation. The information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of New Era under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number
  Description
99.1   Investor Presentation of New Era Energy & Digital Inc., November 2025
     
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

1


 

SIGNATURES

 

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

 

Dated: November 4, 2025

 

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

 

 

2

 

EX-99.1 2 ea026383501ex99-1_newera.htm INVESTOR PRESENTATION OF NEW ERA ENERGY & DIGITAL INC., NOVEMBER 2025

Exhibit 99.1

 

Powering the Next Digital Wave Investor Presentation Q4 2025 Nasdaq: NUAI Nasdaq: NUAI www.newerainfra.ai DISCLAIMER 2

 


 


www.newerainfra.ai Nasdaq: NUAI DATA CENTERS DELIVERED Development - ready parcels aggregated in strategic locations near fiber routes and major AI corridors, with engineered, high - spec, customizable buildings designed for phased, repeatable expansion across the Permian Basin DISCIPLINED DEVELOPMENT APPROACH Sites evaluated for fiber, geo - tech, long - term water access to support dry and hybrid cooling systems, ensuring efficiency, sustainability, and flexibility as compute density rises SECURED POWER FUELED BY NATURAL GAS + GRID + NUCLEAR Co - located energy capacity paired with grid interconnection accelerates speed - to - power, minimizes deployment risk, ensures cost predictability, and delivers enterprise - grade reliability for energy - intensive, high - performance infrastructure SUSTAINABILITY - FOCUSED Committed to exploring and investing in new technologies and practices to reduce our carbon footprint to set a new standard for sustainable infrastructure Vertically - integrated developer and operator of next - generation digital infrastructure and integrated power assets accelerating speed - to - power.

 


3 WHO WE ARE Nasdaq: NUAI www.newerainfra.ai Fast Growing Market TRENDS: Rapid growth of AI, HPC, cloud workloads is driving massive demand for power & infrastructure CHALLENGES: Existing data center/hyperscale infrastructure is constrained by speed - to - power, infrastructure, cooling, connectivity & environmental concerns GAPS: Shortage of sites with integrated, lead times for power + resilient power, and proximity to fiber, natural gas, CO₂ pipelines 4 ENERGY - DIGITAL CONVERGENCE 50% Share of electricity demand growth in U.S. through 2030 1 500+ MW Power required by modern hyperscale AI facilities 1 945 TWh Global data center electricity projected demand by 2030 1 Houston meets Silicon Valley 1.

 


International Energy Agency (IEA), “Energy and AI” report, 10 April 2025 www.newerainfra.ai Nasdaq: NUAI 5 SITE AGGREGATION & ENTITLEMENT Land, site engineering studies, permits, utilities, fiber INFRASTRUCTURE READINESS On - site natural gas generation + nuclear with option for hybrid/renewables; modular/phased buildouts for long - term lease or build - to - suit models ANCHOR PARTNERSHIPS + COMMUNITY INTEGRATION Deeply embedded within local, state, and national networks while advancing shared priorities in workforce development, infrastructure upgrades, and community growth Vertically - integrated capabilities purpose - built to deliver energy resilience, scalability, and cost - optimized deployment for hyperscale, enterprise, and edge operators SOLUTIONS Nasdaq: NUAI www.newerainfra.ai Powered Land Raw land with secured and deliverable utility power capacity (such as substation access and a notice to serve), but no physical data center structures built yet WHY IT MATTERS: Enables faster time to operations since the most time - consuming step — power delivery — is already addressed KEY BENEFITS: • Utility interconnects or rights - of - way already secured • Shortened power delivery timelines • Flexible for phased or custom development • Attractive to developers and hyperscalers 6 “POWERED LAND” VS “POWERED SHELL” POWERED LAND Energized site ready for vertical construction TYPICAL BUYER Developers, Hyperscalers TIME TO OPERATION 18 – 36 months Source: Company data.

 


 


Nasdaq: NUAI www.newerainfra.ai 7 “POWERED SHELL” VS “POWERED LAND” Powered Shell A completed data center building with power and core infrastructure (structure, roof, utilities) in place but not yet fitted with racks and IT systems WHY IT MATTERS: Provides a faster route to operation while allowing tenants to customize internal build - outs. Leasing model is standard here for shell operators KEY BENEFITS: • Structural frame, roof, and walls in place • Power, cooling, and fiber pathways pre - installed • Ideal for hyperscalers and cloud providers • Shorter time - to - operation vs. greenfield builds POWERED SHELL Built structure with power; ready for tenant fit - out TYPICAL LESSEE Hyperscalers TIME TO OPERATION 9 – 18 months Source: Company data.

 


www.newerainfra.ai Nasdaq: NUAI 8 Multi - Category Competitors • Cloud Providers • Colocation/Interconnection • Data Center Operators • Infrastructure/Tech Providers • Data Center/Infrastructure Firms Key NUAI Differentiators • Fully Integrated Power + Infrastructure Approach (Powered Land, expanding to Powered Shell) • Strategic Land Location, Regulatory, Energy, & Connectivity Advantages • Scalability (1+ GW) for AI/HPC • Sustainability and Optional CCUS; Environmental Consideration • Engineered to reduce tenant costs, ensure power security, leverage prime locations, and accelerate deployment with faster speed - to - market COMPETITIVE LANDSCAPE Nasdaq: NUAI www.newerainfra.ai 9 4 - PHASE EXECUTION MODEL GTM: Scaling 1GW+ of compute capacity 3 2 1 4 REVENUE Energy - as - a - Service & anchor long - term leases, build - to - suit, joint ventures, possibly infrastructure services (power, connectivity), tokenized or performance - linked yields SITE SELECTION Identify and acquire parcels of 1000+ acres with power planned of 1+ GW , undertake feasibility studies and engineering, phased build - outs; scalable shells; securing anchor tenants to mitigate risk DEVELOPMENT Engineering to final investment decision (FID).

 


Utilize state, local and national relationships, GPU/AI cloud providers, fiber and power partners, regulatory and permitting, order long lead times EXECUTION Post FID, build and execute with Engineering, Procurement, and Construction (EPC) partners and other third - party partners Nasdaq: NUAI www.newerainfra.ai 10 VALUE CREATION PATH SUPPLY Gas • Grid • Nuclear • Renewables → Power Reliability DATA CENTER Land • Fiber • Water • Substations → Connectivity Backbone MONETIZATION AI Compute • Storage • Network Services • NNN Leases → Recurring Yield + Scaling through replication of the core model $

 


 


Nasdaq: NUAI www.newerainfra.ai 11 DATA CENTERS IN DEVELOPMENT & PLANNED PERMIAN BASIN ~86,000 sq mi long , 2 nd largest natural - gas producing region in the U.S. 1 Midland Odessa TCDC LOCATION Outside City of Odessa, Ector County NUAI SITES IN DEVELOPMENT & EVALUATION Stargate (Abilene), Fermi America, (Amarillo), META (El Paso), Poolside/ Coreweave (Pecos County) data center sites WEST ODESSA 1. U.S. Energy Information Administration (EIA)

 


www.newerainfra.ai Nasdaq: NUAI 12 FLAGSHIP PROJECT Texas Critical Data Centers (TCDC), a 50/50 JV with Sharon AI POSITIONING: Premier site for AI - optimized data center complex in North America with projected power delivery beginning early 2027 PRIME LOCATION: Ector County, Texas; 235 acres secured + option for contiguous ~203 more + in Air Attainment zone PROXIMITY ADVANTAGES: Natural gas pipelines, fiber networks, CO₂ pipelines, located in air - quality attainment zone, etc. with lower transmission costs, high reliability and cost effectiveness ENERGY & REGULATORY HUB: Permian Basin, one of the world’s most energy - rich and business - friendly regions, with the largest deregulated electricity market, abundant natural resources, favorable zoning, and a pro - digital regulatory environment CAPACITY: Designed to scale beyond 1 GW of compute capacity INFRASTRUCTURE: On - site natural gas power, high - efficiency cooling, optional carbon capture and storage (CCUS) to reduce environmental impact; announced partnerships for behind - the - meter power islands to deliver reliable power and compliance with the new Texas Senate Bill 6 (SB6) regulations STATUS: • Phase One (completed): environmental studies, data center feasibility assessments to confirm integration with existing grid infrastructure • Phase Two (underway): engineering focused on detailed data center site planning, facility design, and additional infrastructure integration Nasdaq: NUAI www.newerainfra.ai Offers financing, construction, and operation of gas power islands ensuring reliable, scalable power and secure natural - gas supply as energy backbone STRATEGIC PARTNERSHIPS 13 Proprietary Digital Zero Power solution , a behind - the - meter natural gas system reduces carbon intensity and optimizes energy efficiency across operations utilizing Irrefutable low carbon intensity certificates and Context Labs’ AI - powered carbon management platform Delivers dark fiber infrastructure engineered for low - latency AI workloads , enhancing network speed, redundancy and scalability + open access for a wide range of users End - to - end engineering services with expertise in sustainable design, power integration, and commissioning ensures resilient, energy - efficient, and scalable infrastructure across site engineering, facility design, powered shells, and advanced electrical systems TCDC has entered non - binding Letters of Intent with key strategic partners

 


 


Nasdaq: NUAI www.newerainfra.ai 14 TEXAS CRITICAL DATA CENTERS (TCDC) Vertically Integrated Data Center Campus, Permian Basin WEST ODESSA (1.1 GW POWER PLANT) VISTRA ENERGY (550 MW POWER PLANT) QUAIL RUN ENERGY NOTE: Representative only; not to scale.

 


Nasdaq: NUAI www.newerainfra.ai 15 INDICATIVE TIMELINE Texas Critical Data Centers COMPLETED WORK • JV initialized with Sharon AI • Acquisition of 235 acres • Option secured for contiguous ~203 acres • Initial environmental and feasibility assessment • Initial site improvements • Preliminary Load Study • Site clearing & initial engineering 2025 Q4 2025 2026 2027 ONWARD • Site & building engineering • E ngagement with potential customers , Preleasing process opens • E xpanding behind the meter power capacity • Acquire additional gas supply partners • Submit large - load interconnection application to the grid • Closing of additional ~203 contiguous acres to existing 235 acres • Secure additional customers for campus • Construction of behind - the - meter power begins • Construction of initial data center center by customer or TCDC begins • Expand campus to meet potential additional demand 2025 2026 2027 Q4 Source: Based on internal TCDC data projections. NOTE. No assurances can be given regarding the successful completion of the TCDC project. TCDC reserves the right to divest, in whole or in part, at any stage of development.

 


www.newerainfra.ai Nasdaq: NUAI x Begins trading on Nasdaq (“NEHC”) – Dec 9, 2024 x Opens 2025 Nasdaq trading – Jan 2, 2025 x Finalizes JV with Sharon AI (TCDC project)TCDC site secured; Phase 1 engineering launched x Strategic pivot to vertically integrated AI infrastructure; board realignment; adoption of strategic growth plan x Rebrand to New Era Energy & Digital (New ticker symbol: NUAI) x Continued TCDC build - out and project milestones x Terminates Equity Purchase Facility (EPFA); S - 3 eligibility expected as of Dec. 6, 2025 x Evaluation of additional AI data - center sites 2024/2025 MILESTONES 16 2026 Outlook x Continuation of comprehensive site assessments for critical infrastructure, reliable power, water supply, high - speed connectivity, speed network connectivity, environmental regulations, physical security, incentives for scalability to align to business goals x Scale energy - digital model in Permian Basin Nasdaq: NUAI www.newerainfra.ai % FULLY DILUTED FULLY DILUTED STRIKE PRICE ($) EMPLOYEE OPTIONS WARRANTS CONV.

 


DEBT SHARES ISSUED SHARES OUTSTANDING SECURITY CLASS 84.27% 52,954,171 53,623,529 53,449,171 Common Stock 0.00% - - Common Stock - Convertible Debt 1.06% 665,000 $ 0.5349 665,000 Employee Options 9.15% 5,750,000 $ 11.50 5,750,000 Warrants – De - SPAC (Public Warrants) 0.37% 230,750 $ 11.50 230,750 Warrants – De - SPAC (Private Warrants) 5.16% 3,240,000 $ 10.00 3,240,000 Warrants – First and Second Tranche 1 100% 62,839,921 665,000 9,220,750 - 53,128,529 52,954,171 TOTAL CAP TABLE 1 First and Second Tranche notes subject to ratchet provision, see Amended S - 1, August 19. 2025, Item 16, exhibit 10.31 & 10.32, Form of Warrant Tranche 1 and Form of Warrant Tranche 2. First Tranche warrants are calculated as follows: $10 Million X 110% divided by $10.00 exercise price = 1,100,000. Second Tranche warrants are specified as 2,140,000 warrants with an exercise pr ice of $10.00. 17 Scenario – Unexercised Warrants As of Nov.

 


3, 2025 Nasdaq: NUAI www.newerainfra.ai Will Gray is a founding partner and current Chief Executive Officer of New Era Energy & Digital, Inc . (previously, New Era Helium, Inc . ) . Will has extensive prior C - Level experience in Oil & Gas, including Executive Vice President of Resaca Exploitation (a Torch portfolio company), Chairman and Chief Executive Officer of Cross Border Resources, Chief Executive Officer of Dala Petroleum, and President of WS Oil and Gas . Since 2005 , Mr . Gray has directly operated 950 + wells located in New Mexico, Texas, and Oklahoma . E. WILL GRAY II CHAIRMAN, CEO & Interim CFO 18 MANAGEMENT Charles Nelson Executive Director Charles Nelson has developed and commercialized energy transition technologies, overseeing more than $ 1 billion in infrastructure projects, including the largest sustainable jet fuel offtake deal . He has generated billions in value by aligning capital providers, corporates, and tech founders, while driving operational excellence within portfolio companies . Peter Lee Independent Director Peter (“P . J . ”) Lee is Co - Founder and Managing Partner of EverStream Energy Capital Management, a global investment firm focused on sustainable energy and digital infrastructure . Since 2012 , he has raised funds, sourced and managed investments, and co - founded platforms including TerraForm Power, TerraForm Global, Pacific Solar, Enfinity Global, and a 700 MW Bitcoin data center venture . Trent Yang Independent Director Trent Yang is a leader in renewable energy, with 20 + years of experience as an investor, entrepreneur, and executive . He was Co - Founder/President of Galway Sustainable Capital from 2020 to 2025 , where he helped raise nearly $ 700 M in institutional capital and co - led investments across clean energy, green infrastructure, sustainable mobility, and advanced recycling . Ondrej Sestak Independent Director Ondrej Sestak is Co - Founder and Head of Engineering at ZeroSix LLC, where he leads the development of carbon credit solutions focused on environmental optimization in the oil and gas sector . He also serves as a Reservoir Engineer with Aurivos Permian and ARB Energy Utah, COO of GLT Trading - an international commodities firm - and Project Manager at Five Star Clean Fuels . Previous roles include Shell and INEXS, among others .

 


Nasdaq: NUAI www.newerainfra.ai THANK YOU For More Information www.newerainfra.ai Investor Relations Jonathan Paterson Jonathan.Paterson@HarborAccess.com Nasdaq: NUAI www.newerainfra.ai 20 APPENDIX A: MARKET 2024 2025 2026 2027 2028 $800B $693B $571B $464B $349B Investment Momentum Expected to Accelerate as Demand Grows Source: Dell’Oro Group.

 


1 Includes Cloud, Colocation, Telco, and Enterprise. GLOBAL ANNUAL DATA CENTER IT CAPEX 1 Hyperscalers are projected to invest over $350B in data center capex in 2025 Global Demand for Data Center Capacity Expected to Quadruple by 2030 GLOBAL DATA CENTER DEMAND 2023 2030 219 GW 55 GW Source: Gartner reports; IDC reports; Nvidia capital markets reports; McKinsey Data Center Demand Model Nasdaq: NUAI www.newerainfra.ai 21 APPENDIX B: DATA CENTER LOCATIONS GRID: Understand local power utilities, their capabilities and capacity to provide for redundancy and protection SURROUNDINGS: Physical resilience is important, but so is disaster response NETWORK: Network latency is bad for business as customers grow increasingly intolerant of slow response times Public Engagement: Local community members and collaborators can be the data center operator’s most important ally

 


 


Nasdaq: NUAI www.newerainfra.ai APPENDIX C: BUILDING RESPONSIBLE AI INFRASTRUCTURE 22 BEHIND - THE - METER POWER x On - site generation reduces grid strain x Natural gas + renewables integration x Pathway to carbon neutrality through the DZP process CLOSED - LOOP WATER SYSTEM x Water reused via heat - recovery systems x Minimal draw from municipal supplies x Projected to conserve millions of gallons annually SOCIAL & ECONOMIC VALUE x Skilled job creation & tech - sector training x Local supplier engagement x Community resilience through sustainable infrastructure