$NUAIW

New ERA Energy & Digital, Inc.

CIK:0002028336|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Revenues, net
Natural gas and product sales, net	$ 514,587	$ 326,455
Total revenues, net	514,587	326,455
Costs and expenses
Lease operating expenses	296,053	260,480
Impairment expense	375,000
Depletion, depreciation, amortization, and accretion	374,860	198,409
General and administrative expenses	9,162,195	1,936,654
Total costs and expenses	10,208,108	2,395,543
Loss from operations	(9,693,521)	(2,069,088)
Other income (expenses)
Interest income	11,586	15,380
Interest expense	(1,801,424)	(1,442,122)
Change in fair value of deferred equity consideration	346,691
Change in fair value of derivative asset		(15,403)
Change in fair value of derivative liability	312,694	190,977
Total other income (expenses)	(1,130,453)	(1,251,168)
Loss before income taxes	(10,823,974)	(3,320,256)
Income tax provision
Net loss	$ (10,823,974)	$ (3,320,256)
Net loss per share - basic (in Dollars per share)	$ (0.19)	$ (0.24)
Net loss per share - diluted (in Dollars per share)	$ (0.19)	$ (0.24)
Weighted average number of common shares outstanding, basic (in Shares)	55,582,934	13,860,763
Weighted average number of common shares outstanding, diluted (in Shares)	55,582,934	13,860,763

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (10,823,974)	$ (3,320,256)
Adjustments to reconcile net loss to net cash used in operating activities:
Depletion, depreciation, amortization, and accretion	374,860	198,409
Change in fair value of deferred equity consideration	(346,691)
Change in fair value of derivative asset		15,403
Change in fair value of derivative liability	(312,694)	(190,977)
Impairment of long-lived assets	375,000
Amortization of debt discount and debt issuance costs	752,750	1,160,447
Accrued interest on note payable and other current liabilities		42,515
Interest income on investments and notes receivable	(11,586)	(15,380)
Stock-based compensation	5,156,800
Changes in operating assets and liabilities:
Accounts receivable	(382,706)	(320,869)
Prepaid and other current assets	(1,211,506)	89,675
Accounts payable	55,302	(602,384)
Accrued liabilities	1,452,978	84,905
Excise tax payable	25,373
Withholding tax payable	(800,018)
Due to related parties	(165,000)	14,185
Other liabilities - current	5,502	14,133
CASH USED IN OPERATING ACTIVITIES	(5,855,610)	(2,830,194)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of land	(1,000,000)
Purchase of member interest, net of cash acquired	(5,095,699)
Payments related to project assignment rights	(375,000)
Investment in property, plant and equipment, net	(255,435)	(677,547)
CASH USED IN INVESTING ACTIVITIES	(6,726,134)	(677,547)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of warrants, net of issuance costs	11,259,675
Issuance of common stock		2,198,443
Proceeds from convertible note, net of transaction costs		2,790,000
Repayment on convertible note		(1,416,667)
Debt issuance costs	(207,820)	(84,183)
Proceeds from related party receivable	2,551,932
CASH PROVIDED BY FINANCING ACTIVITIES	13,603,787	3,487,593
Change in cash and cash equivalents	1,022,043	(20,148)
Cash and cash equivalents, beginning of year	1,202,728	1,053,744
Cash and cash equivalents, end of year	2,224,771	1,033,596
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest	64,356	260,093
SUPPLEMENTAL DISCLOSURES:
Related party note issued as part of consideration for asset acquisition	5,000,000
Convertible debt issued as part of consideration for asset acquisition	50,000,000
Common stock issued as part of consideration for asset acquisition	8,490,885
Equity method investment in joint venture reclassified upon consolidation	3,631,005
Acquisition of assets through issuance of note payable	3,347,500
Value of shares withheld for taxes upon exercise of stock options	33,470
Initial recognition of derivative liability associated with convertible debt	$ 1,470,610

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Current Assets
Cash and cash equivalents	$ 2,224,771	$ 1,202,728
Accounts receivable, net	1,323,774	941,068
Prepaid expenses and other current assets	2,163,205	891,700
Related party receivable		2,551,932
Restricted investments	1,396,295	1,384,708
Total Current Assets	7,108,045	6,972,136
Oil and natural gas properties, net	3,244,002	3,296,958
Property and equipment, net	833,980	116,774
Land	76,766,556
Investment in Joint Venture		3,631,005
Prepaid - non-current	60,000	120,000
Total Assets	88,012,583	14,136,873
Current Liabilities
Accounts payable	1,332,492	1,277,187
Accrued liabilities	2,343,071	691,159
Excise taxes payable	1,428,307	1,402,934
Withholding taxes payable		800,018
Note payable	3,347,500
Convertible note, net of discount – current	49,074,320
Asset retirement obligation – current	500,000
Embedded derivative liability	1,157,916
Other liabilities – current	96,242	90,740
Total Current Liabilities	64,279,848	4,427,038
Asset retirement obligation	12,127,122	12,319,132
Total Liabilities	76,406,970	16,746,170
Commitments and Contingencies (Note 12)
Stockholders’ Equity (Deficit)
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued or outstanding as of March 31, 2026 and December 31, 2025
Common stock, $0.0001 par value, 245,000,000 shares authorized, 61,430,296 issued and 61,255,938 outstanding at March 31, 2026; 53,623,529 issued and 53,449,171 outstanding at December 31, 2025	6,146	5,366
Treasury stock, 174,358 shares at March 31, 2026 and December 31, 2025	(17)	(17)
Additional Paid-in Capital	65,781,501	40,743,397
Accumulated deficit	(54,182,017)	(43,358,043)
Total Stockholders’ Equity (Deficit)	11,605,613	(2,609,297)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	88,012,583	14,136,873
Related Party
Current Liabilities
Due to related parties	$ 5,000,000	$ 165,000