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    New Era Energy & Digital Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

    11/12/25 8:01:11 AM ET
    $NUAI
    Oil & Gas Production
    Energy
    Get the next $NUAI alert in real time by email
    false 0002028336 0002028336 2025-11-05 2025-11-05 0002028336 us-gaap:CommonStockMember 2025-11-05 2025-11-05 0002028336 NUAI:WarrantsMember 2025-11-05 2025-11-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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 5, 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 1.01 Entry Into A Material Definitive Agreement.

     

    On November 5, 2025, New Era Energy & Digital, Inc. entered into a land option purchase agreement for approximately 3,500 acres in Lea County, New Mexico for the development of a large-scale AI data center campus. The initial option period is two years and the consideration paid was two hundred thousand dollars ($200,000).

     

    The foregoing summary of the agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.

     

    Item 9.01 Financial Statements and Exhibits.

     

    Exhibit
    Number
     

     

    Description

    10.1   Land Option Purchase Agreement dated as of November 5, 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 12, 2025

     

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

     

    2

     

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