☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-42433
NEW ERA ENERGY & DIGITAL, INC.
(Exact name of registrant as specified in its charter)
Nevada
99-3749880
State or other jurisdiction of
incorporation or organization
(I.R.S. Employer
Identification No.)
200 N. Loraine Street, Suite 1324 Midland, TX
79701
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code (432)695-6997
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
Securities registered pursuant to section 12(g)
of the Act:
(Title of class)
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes ☒ No
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
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. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
At June 30, 2025, the last business day of the
registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held
by non-affiliates of the registrant was $12,049,122.
As of March 9, 2026, there were 56,949,545 shares
of common stock of the Company issued and 56,775,187 shares outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form
10-K of New Era Energy & Digital, Inc. (the “Company”) for the year ended December 31, 2025, as originally filed with
the Securities and Exchange Commission on March 12, 2026 (the “Original Form 10-K”), is being filed solely to file (i) an
updated reserve report of MKM Engineering, the Company’s independent oil and gas engineering consulting firm and (ii) updated consents
of Weaver and Tidwell, L.L.P., the Company’s independent registered public accounting firm, and MKM Engineering.
In addition, as required by Rule 12b-15 under
the Securities Exchange Act of 1934, as amended, the Company’s Chief Executive Officer and Chief Financial Officer have reissued
applicable portions of their certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”)
as Exhibits 31.1 and 31.2. This Amendment No. 1 does not include certifications under Section 906 of Sarbanes-Oxley because no financial
statements are being filed with this Amendment No. 1.
Except as set forth in this Amendment No. 1, no
other changes have been made to the Original Form 10-K. The Original Form 10-K has not been amended or updated to reflect events occurring
after the filing date of the Original Form 10-K, except as specifically set forth in this Amendment No. 1. Accordingly, this Amendment
No. 1 should be read in conjunction with the Original Form 10-K.
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(3)
Exhibits
The exhibits required by Item 601 of Regulation
S-K and Item 15(b) of this Report are listed in the Exhibit Index below.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
**
Filed
previously
*
Filed
herewith
5
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NEW ERA ENERGY & DIGITAL, INC.
By:
/s/ E. Will Gray II
Name:
E. Will Gray II
Title:
Chief Executive Officer
Date:
March 12, 2026
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature
Capacity
Date
/s/ E. Will Gray II
Chief Executive Officer, interim Chief Financial Officer and Chairman of the Board