New ERA Energy & Digital, Inc.

Disclosed a restatement of Q1 2026 financials: $1.4M in deal costs were wrongly expensed instead of deferred, and executive performance stock units were understated by roughly $23.5M in grant-date fair value -- both flagged as a material weakness in internal controls, with the TCDC acquisition's own purchase-price accounting also now under review.

financial restatement

Closed the underwritten public offering required to unlock the Macquarie facility, issued true-up shares to Sharon AI and Zachary Zhou, and moved to prepay the Sharon AI convertible note early -- share count has ballooned to 93.5M shares outstanding, roughly ten times the count right after the 2024 merger.

capital raising announcement

Landed real infrastructure financing at last: Texas Critical Data Centers signed a senior secured term loan facility of up to $290M with Macquarie Equipment Capital to build out the data-center campus, replacing the toxic EPFA-style dilution financing that funded the company since its 2024 SPAC merger.

capital raising announcement

Closed the buyout of Sharon AI's stake in Texas Critical Data Centers, giving the company full ownership; separately amended warrant terms with its original EPFA-era lender (now named as ATW AI Infrastructure II LLC) to clear the way for the deal, and announced a new co-development partnership with Primary Digital Infrastructure.

asset acquisition disposition

Agreed to buy out Sharon AI's entire 50% stake in the Texas Critical Data Centers joint venture for $70M ($10M cash, $10M stock, $50M convertible note), taking full ownership of the AI data-center project -- while the venture also closed its previously announced purchase of the extra 203 acres.

asset acquisition disposition

Texas Critical Data Centers agreed to buy another 203 acres in Ector County for about $5.1M, expanding the joint venture's Permian Basin data-center site to 438 contiguous acres.

material agreement

Took a $4M short-term bridge loan (18% interest, secured by the Texas data-center land) from insider shareholder Joel Solis just a week after claiming to be well-capitalized, while AirLife Gases terminated its liquid-helium supply contract -- like Matheson in July -- forcing a $2.4M payment and confirming the original Pecos Slope helium plant is not coming online as planned.

material agreement termination

Terminated the EPFA facility entirely -- which had been expanded to $1 billion in commitment size just two months earlier -- saying the company is now "sufficiently capitalized" and does not expect to need it; no termination penalty applies, closing out the toxic financing thread that began at the December 2024 merger close.

material agreement termination

Nasdaq confirmed the company missed its September 2 deadline to fix the market-value deficiency and is now subject to delisting unless it wins a hearing before Nasdaq's panel; the company (by now renamed New Era Energy & Digital, Inc., trading as NUAI/NUAIW) says it may raise capital or pursue a PIPE to move down to the Nasdaq Capital Market instead.

listing compliance notice

The Texas Critical Data Centers joint venture with Sharon AI closed on its first land purchase -- 235 acres in Ector County, Texas -- for the planned AI/HPC data center campus, the first concrete capital commitment behind the January pivot into AI infrastructure.

material agreement

Matheson Tri-Gas terminated its agreement to buy half the helium output from the company's Pecos Slope Plant, because the plant had missed its July 1, 2025 contractual start-up deadline -- the first sign the original helium-production business was stalling.

material agreement termination

Two more Nasdaq deficiency notices arrived the same day: the market value of publicly held shares fell below $15M and the stock's closing bid price stayed under $1.00 -- both carrying 180-day cure periods to November 12, 2025, compounding the earlier market-value warning.

listing compliance notice

Nasdaq warned that New Era Helium's total market value had stayed below the $50M minimum for 30 straight days, starting a 180-day clock (to September 2, 2025) to regain compliance or face a move to the Nasdaq Capital Market.

listing compliance notice

Six weeks after going public, New Era Helium began pivoting into AI infrastructure: it formed a 50/50 joint venture, Texas Critical Data Centers LLC, with Sharon AI to build a 250MW gas-fired data center in the Permian Basin, while also drawing a second $3M note under its EPFA financing facility.

capital raising announcement

Full disclosure of the completed merger: only 4.9M ROCL shares were outstanding at record date (most public shareholders had redeemed out), NEH security holders received 8.9M shares of the combined company, and $2.4M in bridge-financing debentures converted into equity -- confirming this was a small, redemption-drained SPAC deal.

business combination

The moment the merger closed, the company signed a $75M Equity Purchase Facility with an institutional investor plus $10M in senior secured convertible notes (7% original issue discount, secured by all company assets) -- a dilutive, toxic-style financing structure typical of a cash-strapped post-SPAC company.

capital raising announcement

The SPAC merger closed: Roth CH Acquisition V and New Era Helium Corp completed their business combination, and the surviving public company was renamed New Era Helium Inc., trading on Nasdaq as NEHC/NEHCW under CEO E. Will Gray II.

business combination

Amendment No. 5 disclosed that Roth CH V had filed a preliminary proxy on 25 October seeking up to six one-month extensions of its completion window, from 4 December 2024 out to 4 June 2025 -- a week after the previous amendment warned that going past the Nasdaq 36-month limit would trigger suspension and delisting. Audited accounts for the new Nevada holding company, incorporated on 24 June 2024, were added.

business combination

Amendment No. 4 added the hard stop. Nasdaq rule IM-5101-2 gives a blank-cheque company 36 months from its listing to complete a combination; the filing states that extending beyond 30 November 2024 would breach the rule and bring immediate suspension and delisting, after which the stock could be treated as a penny stock under Rule 419. The proposed charter also lifts authorised capital from 50 million shares of common stock to 70 million common plus 5 million preferred that the board may issue on terms it sets itself.

business combination

Roth CH Acquisition V, a blank-cheque company with roughly $17.5 million left in trust after earlier redemptions, registered the shares for its merger with New Era Helium, which holds the mature Pecos Slope gas field in New Mexico and intends to build its own processing plant there. New Era's owners take a fixed 9,000,000 shares, adjusted by a tenth of a share for every dollar its net debt lands above or below $37.3 million -- about 41.5% of the company, against 15.4% for the sponsor and only 7.3% for the blank-cheque company's remaining public shareholders, whose trust was worth about $11.06 a share.

business combination