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New ERA Energy & Digital, Inc.

NYSE:NUAI
US$5.53Close 7 Oct 2026 · delayed

Past year: ▼ 2%(2.93 – 6.86 USD)

Market cap
A$834m
Shares on issue
107m
In-ground value
—
Risked multiple
0.00×
Story beats
20 since 2024
Last event
30 July 2026

Announcements, explained

Each one in plain English, with the numbers worked through for a shareholder.

30 July 2026financial restatement▼ BadMajor

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.

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22 July 2026material agreement● Neutral

Macquarie agreed to extend the deadline for the company to set up a $100M at-the-market equity program under the term loan agreement -- a procedural covenant waiver; by this filing, Charles Nelson had succeeded E. Will Gray II as CEO.

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14 Apr 2026capital raising announcement▲ Good

Drew the full $20M first tranche of the Macquarie term loan and sold additional shares and warrants directly to Macquarie, while underwriters exercised their option for 4.5M more offering shares -- the data-center buildout financing is now actively flowing.

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10 Apr 2026capital raising announcement▲ GoodMajor

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.

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8 Apr 2026capital raising announcement▲ GoodMajor

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.

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6 Apr 2026capital raising announcement▼ Bad

Took another insider bridge loan -- $5M from 5%+ shareholder Zachary Yi Zhou, later restructured to convert into stock at the company's next qualified financing -- continuing the pattern of insider-funded working capital ahead of permanent project financing.

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31 Mar 2026capital raising announcement▲ Good

Cleared title on the data-center land by paying Grow Odessa $4.35M to eliminate its repurchase rights, and issued 2.1M more shares to Sharon AI as a true-up on the TCDC buyout consideration.

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20 Jan 2026asset acquisition disposition▲ GoodMajor

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.

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29 Dec 2025asset acquisition disposition▲ GoodMajor

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.

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29 Dec 2025capital raising announcement● Neutral

A same-day amendment to the Sharon AI buyout announcement, adding only the formal statement that the $10 million of stock and $50 million convertible note going to Sharon AI are being issued privately rather than registered. The deal itself is unchanged.

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25 Nov 2025material agreement▲ GoodMajor

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.

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12 Nov 2025material agreement▲ Good

Texas Critical Data Centers took a two-year option on roughly 3,500 acres in Lea County, New Mexico for $200,000 -- expanding its AI-campus site pipeline well beyond the original Texas footprint.

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28 Oct 2025material agreement termination▼ BadMajor

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.

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20 Oct 2025material agreement termination▲ GoodMajor

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.

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5 Sept 2025listing compliance notice▼ BadMajor

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.

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29 July 2025material agreement▲ GoodMajor

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.

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18 July 2025material agreement● Neutral

Amended CEO E. Will Gray II's employment agreement to add relocation and housing expense reimbursement -- a minor administrative change.

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10 July 2025material agreement▼ Bad

Amended the EPFA a third time (to allow pre-market share sales); disclosed that, as of this date, the company had already sold 12.8M shares for only $8.6M gross -- roughly $0.67/share -- confirming heavy dilution at depressed prices.

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9 July 2025material agreement termination▼ BadMajor

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.

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16 May 2025listing compliance notice▼ BadMajor

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.

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6 May 2025material agreement▼ Bad

Renegotiated the EPFA again to let the Company defer principal payments on its $10M in notes for a 2% monthly fee -- a sign of tightening cash even as the note holder kept collecting interest.

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7 Mar 2025listing compliance notice▼ BadMajor

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.

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21 Feb 2025material agreement▼ Bad

Amended and restated the EPFA financing to set a hard "Floor Price" of $0.7176/share (20% of the stock's 5-day average), adjustable only downward every six months -- a classic dilutive-ratchet structure signaling a weak, falling share price.

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21 Jan 2025capital raising announcement▲ GoodMajor

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.

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12 Dec 2024business combination● NeutralMajor

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.

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10 Dec 2024capital raising announcement▼ BadMajor

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.

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9 Dec 2024business combination▲ GoodMajor

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.

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1 Nov 2024business combination▼ BadMajor

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.

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23 Oct 2024business combination▼ BadMajor

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.

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4 Oct 2024business combination▼ Bad

Amendment No. 3 carried two further deal amendments -- an 11 September third amendment again restating the "Company Merger Shares" and "Net Debt" definitions, and a 30 September fourth amendment extending the outside date to 30 November 2024 -- and disclosed that New Era had been drawing bridge debentures to keep going: $125,000 in July, $825,000 in August and $1,130,000 in September. Directors of the combined company are to be paid $200,000 a year, $60,000 cash and $140,000 in stock granted after a year's service.

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