New ERA Energy & Digital, Inc 10-K/A, filed Mar 13, 2026
New ERA Energy & Digital, Inc. (NUAI)
About this 10-K/A
New ERA Energy & Digital, Inc filed this 10-K/A on March 13, 2026, covering the fiscal year ended December 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
For the fiscal year ended
or
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 ☒
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 ☒
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.
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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).
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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 ☐ |
| 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
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 $
As of March 9, 2026, there were 56,949,545 shares
of common stock of the Company issued and
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.
1
2
3
4
| ** | 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 | March 12, 2026 | ||
| E. Will Gray II | ||||
| * | President, Chief Operating Officer and Director | March 12, 2026 | ||
| Charles Nelson | ||||
| * | Director | March 12, 2026 | ||
| Peter Lee | ||||
| * | Director | March 12, 2026 | ||
| Ondrej Sestak | ||||
| * | Director | March 12, 2026 | ||
| Trent Yang |
| * By: | /s/ E. Will Gray II | |
| E. Will Gray II | ||
| Attorney-in-fact |
6
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-292892 and 333-293196), Form S-1 (Nos. 333-288790 and 333-284076), and Form S-8 (No. 333-284961) of New Era Energy & Digital, Inc. of our report dated March 11, 2026 relating to the consolidated financial statements, as of December 31, 2025 and 2024, and for each of the two years in the period ended December 31, 2025, which appears in this Form 10-K.
/s/ WEAVER AND TIDWELL, L.L.P.
Denver, Colorado
March 12, 2026
Exhibit 23.2
CONSENT OF MKM ENGINEERING
We hereby consent to (i) the use of the name MKM Engineering, (ii) references to MKM Engineering as an independent oil and gas engineering consulting firm, and (iii) the use of information from our Appraisal of Certain Oil and Gas Interests owned by NEH Midstream LLC and Solis Partners, LLC located in Chaves County, New Mexico and Howard County, Texas as of December 31, 2025 and which contain our opinion of the proved reserves and future net revenue of NEH Midstream LLC and Solis Partners, LLC as of December 31, 2025, in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for New Era Energy & Digital, Inc.
| MKM ENGINEERING | ||
| Texas Registered Engineering Firm F-009733 | ||
| Date: March 12, 2026 | By | /s/ Michele K. Mudrone |
| Name: | Michele K. Mudrone | |
| Title: | Professional Engineer | |
Exhibit 31.1
CERTIFICATION
I, E. Will Gray II, certify that:
| 1. | I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of New Era Energy & Digital, Inc.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: March 12, 2026 | /s/ E. Will Gray II |
| E. Will Gray II | |
| Chairman and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, E. Will Gray II, certify that:
| 1. | I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of New Era Energy & Digital, Inc.; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: March 12, 2026 | /s/ E. Will Gray II |
| E. Will Gray II | |
| Interim Chief Financial Officer |
Exhibit 99.1
MKM ENGINEERING
Oil and Gas Consulting Services
3905 Sagamore Hill Court
Plano, Texas 75025
March 4, 2026
Mr. E. Will Gray II
New Era Helium Corp.
4501 Santa Rosa Dr.
Midland, TX 79707
Dear Mr. Gray:
As requested, we are submitting our estimates of proved reserves and our forecasts of the resulting economics attributable to the interests of NEH Midstream, LLC (hereinafter referred to as “NEH”) and Solis Partners, LLC (hereinafter referred to as “Solis”), as of December 31, 2025, in certain properties located in Chaves County, New Mexico and Howard County, Texas. We completed our evaluation on March 4, 2026. It is our understanding that the proved reserves estimated in this report constitute 100% of all proved reserves owned by NEH Midstream, LLC and Solis Partners, LLC in the United States.
This report has been prepared for New Era Helium Corp.’s use in filing with the SEC; in our opinion the assumptions, data, methods, and procedures used in the preparation of this report are appropriate for such purpose. Composite proved reserve estimates and economic forecasts are summarized below:
| Proved | ||||||||||
| Developed | ||||||||||
| Net Reserves | Proved | Producing | ||||||||
| Gas | MMcf | 15,097.2 | 15,097.2 | |||||||
| NGL | MBbl | 0.0 | 0.0 | |||||||
| Oil | MBbl | 0.0 | 0.0 | |||||||
| Revenue | ||||||||||
| Gas | M$ | 35,635.8 | 35,635.8 | |||||||
| NGL | M$ | 0.0 | 0.0 | |||||||
| Oil | M$ | 0.0 | 0.0 | |||||||
| Severance and | ||||||||||
| Ad Valorem Taxes | M$ | 3,185.8 | 3,185.8 | |||||||
| Operating Expenses | M$ | 24,416.5 | 24,416.5 | |||||||
| Investments | M$ | 23,965.6 | 23,965.6 | |||||||
| Operating Income (BFIT) | M$ | (15,932.1 | ) | (15,932.1 | ) | |||||
| Discounted @ 10% | M$ | (6,271.3 | ) | (6,271.3 | ) | |||||
While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2025 estimated reserves.
New Era Helium Corp.
March 4, 2026
Page 2
Primary Economic Assumptions
Values of proved reserves in this report are expressed in terms of estimated future gross revenue, future net revenue, and present worth. Future gross revenue is that revenue which will accrue to the evaluated interests from the production and sale of the estimated net reserves. Future net revenue is calculated by deducting estimated production taxes, ad valorem taxes, operating expenses, capital costs, and abandonment costs from the future gross revenue. Operating expenses include field operating expenses, transportation expenses, compression charges, and an allocation of overhead that directly relates to production activities. Future income tax expenses were not taken into account in the preparation of these estimates. Present worth of future net revenue is calculated by discounting the future net revenue at the rate of 10 percent per year compounded annually over the expected period of realization. Present worth should not be construed as fair market value because no consideration was given to additional factors that influence the prices at which properties are bought and sold.
Future prices were estimated using guidelines established by the SEC and the Financial Account Standards Board (FASB). The assumptions used for estimating future prices and expense are as follows:
Gas Prices
Gas price differentials were calculated for each property based on prices received by Solis. The prices were calculated using these differentials to a Henry Hub price of $3.387 per million British thermal units (MMBtu) and were held constant for the lives of the properties. The Henry Hub gas price of $3.387 per MMBtu is the 12-month average price calculated as the unweighted arithmetic average of the first-day-of-the-month price for each of the twelve months of 2025. British thermal unit factors were provided by Solis and used to convert prices from dollars per MMBtu to dollars per thousand cubic feet ($/Mcf). The volume-weighted average product price over the life of the properties was $2.36 per thousand cubic feet of gas.
Natural Gas Liquid Prices
Natural Gas Liquid (NGL) price differentials were calculated for each property based on prices received by Solis. The prices were calculated using these differentials to a posted West Texas Intermediate (WTI) at Cushing of $65.34 per barrel and were held constant for the lives of the properties. The WTI oil price of $65.34 per barrel is the 12-month average price calculated as the unweighted arithmetic average of the first-day-of-the-month price for each of the twelve 2025. The volume-weighted average product price over the life of the properties was $65.34 per barrel of oil.
New Era Helium Corp.
March 4, 2026
Page 3
Oil and Condensate Prices
Oil and condensate price differentials were calculated for each property based on prices received by Solis. The prices were calculated using these differentials to a posted West Texas Intermediate (WTI) at Cushing price of $65.34 per barrel and were held constant for the lives of the properties. The WTI oil price of $65.34 per barrel is the 12-month average price calculated as the unweighted arithmetic average of the first-day-of-the-month price for each of the twelve months of 2025. The volume-weighted average product price over the life of the properties was $65.34 per barrel of oil.
Production and Ad Valorem taxes
Production taxes were calculated using the tax rates for the state in which the property is located. Ad valorem taxes were calculated using average rates for each county in which the property is located.
Operating Expenses, Capital Costs and Abandonment Costs
Operating costs were based on operating expense records of Solis Partners, LLC and based on current expenses, were held constant for the lives of the properties. Transportation fees were based on current charges of $1.03/MCF. Operating costs, transportation costs, and processing fees were not included in the helium economics as these costs are included in the hydrocarbon economics.
Development costs were furnished to us by Solis and are based on authorization for expenditures for the proposed work or actual costs of similar projects. The development costs furnished to us were accepted as factual data and reviewed by MKM Engineering for their reasonableness; however, we have not conducted an independent verification of these costs. Capital expenditures for plugging, abandonment, and reclamation of the properties at the end-of-project life were included in this report. The economics for the PDP include some years with annual or cumulative negative undiscounted future net income. These years reflect a relatively large expenditure for plug and abandonment cost.
The proved reserve classifications conform to criteria of the Securities and Exchange Commission, except where noted. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangement but not including escalations based on future conditions. The reserves and economics are predicted on the regulatory agency classifications, rules, policies, laws, taxes, and royalties in effect on the date of this report except as noted herein. In evaluating the information at our disposal concerning this report, we have excluded from our consideration all matters as to which the controlling interpretation may be legal or accounting, rather than engineering and geosciences. Therefore, the possible effects of changes in legislation or other Federal or State restrictive actions have not been considered. An on-site field inspection of these properties has not been made nor have the wells been tested by MKM Engineering. Possible environmental liability related to the properties has not been investigated nor considered.
New Era Helium Corp.
March 4, 2026
Page 4
Methodology and Procedures
The reserves were estimated using a combination of the production performance, volumetric, and analogy methods, in each case as we considered to be appropriate and necessary to establish the conclusions set forth herein. All reserve estimates represent our best judgment based on data available at the time of preparation and assumptions as to future economic and regulatory conditions. It should be realized that the reserves actually recovered, the revenue derived therefrom, and the actual cost incurred could be more or less than the estimated amounts.
The process of estimated reserves is complex. It requires significant judgments and decisions based on available geological, geophysical, engineering, and economic data. These estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and gas prices and costs change.
For depletion type reservoirs or those whose performance disclosed a reliable decline in producing rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production decline curves, reserves were estimated only to the limits of economic production based on existing economic conditions. In certain cases, when the previously named method could not be used, reserves were estimated by analogy with similar wells or reservoirs for which more complex data were available.
As circumstances change and additional data become available, reserve estimates also change. Estimates made are reviewed and revised, either upward or downward, as warranted by the new information. Revisions are often required due to changes in well performance, prices, economic conditions, and governmental restrictions.
Although every reasonable effort is made to ensure that reserve estimates are accurate, reserve estimation is an inferential science. As a result, the subjective decisions, new geological or production information, and a changing environment may impact these estimates. Revisions to reserve estimates can arise from changes in year-end oil and gas prices, and reservoir performance. Such revisions can be positive or negative.
Gas reserves estimated herein are expressed as sales gas. Sales gas is defined as the total gas to be produced from the reservoirs, measured at the point of delivery, after reduction for fuel use and shrinkage resulting from the field separation and processing. Gas reserves are expressed at a temperature base of 60 degrees Fahrenheit and at the pressure base of the state in which the resources are located. Gas reserves included herein are expressed in thousands of cubic feet (Mcf). Oil and condensate reserves estimated herein are those to be recovered by conventional lease separation. Natural Gas Liquids reserves included in this report are expressed in barrels (bbl) representing 42 United States gallons per barrel.
New Era Helium Corp.
March 4, 2026
Page 5
The reserve estimates were based on interpretations of factual data furnished by Solis Partners, LLC. Ownership interests were supplied by Solis Partners, LLC and were accepted as furnished. To some extent, information from public records has been used to check and/or supplement this data. The basic engineering and geological data were utilized subject to third party reservations and qualifications. Nothing has come to our attention, however, that would cause us to believe that we are not justified in relying on such data.
MKM Engineering is independent with respect to Solis Partners, LLC, NEH Midstream, LLC, and New Era Helium Corp. as provided in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (“SPE Standards”). Neither MKM Engineering nor any of its employees has any interest in the subject properties. Neither the employment to make this study nor the compensation is contingent on the results of our work or the future production rates for the subject properties.
Our work papers and related data are available for inspection and review by authorized parties.
| Respectfully submitted, | |
| MKM ENGINEERING | |
| Texas Registered Engineering Firm F-009733 | |
| /s/ Michele K. Mudrone | |
| Michele K. Mudrone, P.E. |
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