New Era Energy & Digital Inc. (NASDAQ: NUAI) announced the commencement of an underwritten public offering of common stock shares. The company filed the offering under an effective shelf registration statement on Form S-3 with the Securities and Exchange Commission.

The company plans to use net proceeds from the offering to repay outstanding borrowings under a senior secured convertible promissory note payable to SharonAI Inc. Any remaining funds will go toward general corporate purposes.

New Era intends to grant underwriters a 30-day option to purchase up to an additional 15% of the offered shares at the public offering price, minus underwriting discounts and commissions.

Northland Capital Markets serves as lead book-running manager for the offering, while Texas Capital Securities acts as book-running manager. The offering remains subject to market and other conditions, with no assurance regarding completion timing or final size and terms.

The registration statement, filed January 23, 2026, became effective January 30, 2026. The company filed a preliminary prospectus supplement with the SEC for this offering.

New Era Energy & Digital operates as a developer of digital infrastructure and integrated power assets, based in Midland, Texas.