Form SCHEDULE 13G/A New ERA Energy & Digital Filed by: KCM Capital Inc
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
New ERA Energy & Digital, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
10/08/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
KCM Capital Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MISSOURI
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,140,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares beneficially owned consist of (i) 9,300,000 shares of Common Stock, par value $0.0001 per share, held by AMC Fund, L.P. ("AMC") and (ii) 1,840,000 shares of Common Stock issuable upon exercise of currently exercisable call options held by AMC (i.e., rights to purchase shares within 60 days). AMC does not have voting or dispositive power over the shares subject to the call options. AMC is controlled by KCM Capital, Inc. ("KCM"), which is in turn controlled by Kent C. McCarthy.
Percent of class is based on 106,559,339 shares of Common Stock outstanding as of August 10, 2026, as reported on the Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 14, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
MCCARTHY KENT C | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,590,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: Consists of (i) 200,000 shares of Common Stock, par value $0.0001 per share, and 250,000 shares of Common Stock issuable upon exercise of currently exercisable call options (i.e., rights to purchase shares within 60 days), each held individually by Kent C. McCarthy, and (ii) 9,300,000 shares of Common Stock and 1,840,000 shares of Common Stock issuable upon exercise of currently exercisable call options, each held by AMC, which is controlled by KCM, which is in turn controlled by Kent C. McCarthy.
Percent of class is based on 106,559,339 shares of Common Stock outstanding as of August 10, 2026, as reported on the Form 10-Q filed with the SEC on August 14, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
AMC Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,140,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The shares beneficially owned consist of (i) 9,300,000 shares of Common Stock, par value $0.0001 per share, held by AMC Fund, L.P. ("AMC") and (ii) 1,840,000 shares of Common Stock issuable upon exercise of currently exercisable call options held by AMC (i.e., rights to purchase shares within 60 days). AMC does not have voting or dispositive power over the shares subject to the call options. AMC is controlled by KCM Capital, Inc. ("KCM"), which is in turn controlled by Kent C. McCarthy.
Percent of class is based on 106,559,339 shares of Common Stock outstanding as of August 10, 2026, as reported on the Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 14, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
New ERA Energy & Digital, Inc. | |
| (b) | Address of issuer's principal executive offices:
200 N. LORAINE STREET, SUITE 1324, MIDLAND, TEXAS, 79701. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by Kent C. McCarthy ("Mr. McCarthy"), KCM Capital, Inc., a Missouri corporation ("KCM"), and AMC Fund, L.P. ("AMC"), a Delaware limited partnership.
Mr. McCarthy, KCM and AMC have entered into an Agreement Regarding the Joint Filing of 13G (the "Agreement"), pursuant to which Mr. McCarthy, KCM and AMC have agreed to this 13G jointly and in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934 as amended (the ?Act?). The Agreement was filed as Exhibit 1 to the 13G filed with the SEC on September 1, 2026 and is incorporated herein by reference. | |
| (b) | Address or principal business office or, if none, residence:
13021 W 74th St, Shawnee, KS 66216 | |
| (c) | Citizenship:
Mr. McCarthy is a citizen of the United States of America, KCM is a Missouri corporation and AMC is a Delaware limited partnership. | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1. 11,140,000 - KCM Capital, Inc. *
2. 11,140,000 - AMC Fund, L.P. *
3. 11,590,000 - Kent C. McCarthy *
* Consists of (i) 200,000 shares of Common Stock, par value $0.0001 per share, and 250,000 shares of Common Stock issuable upon exercise of currently exercisable call options (i.e., rights to purchase shares within 60 days), each held individually by Kent C. McCarthy, and (ii) 9,300,000 shares of Common Stock and 1,840,000 shares of Common Stock issuable upon exercise of currently exercisable call options, each held by AMC, which is controlled by KCM, which is in turn controlled by Kent C. McCarthy. | |
| (b) | Percent of class:
1. 10.5% - KCM Capital, Inc.
2. 10.5% - AMC Fund, L.P.
3. 10.9% - Kent C. McCarthy
Percent of class is based on 106,559,339 Common Stock outstanding as of August 10, 2026, as reported on the Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 14, 2026. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
1. 0 - KCM Capital, Inc.
2. 0 - AMC Fund, L.P.
3. 200,000 - Kent C. McCarthy | ||
| (ii) Shared power to vote or to direct the vote:
1. 9,300,000 - KCM Capital, Inc. *
2. 9,300,000 - AMC Fund, L.P.
3. 9,300,000 - Kent C. McCarthy *
* 9,300,000 shares of Common Stock, par value $0.0001 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is in turn controlled by Kent C. McCarthy. | ||
| (iii) Sole power to dispose or to direct the disposition of:
1. 0 - KCM Capital, Inc.
2. 0 - AMC Fund, L.P.
3. 200,000 - Kent C. McCarthy | ||
| (iv) Shared power to dispose or to direct the disposition of:
1. 9,300,000 - KCM Capital, Inc. *
2. 9,300,000 - AMC Fund, L.P.
3. 9,300,000 - Kent C. McCarthy *
* 9,300,000 shares of Common Stock, par value $0.0001 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is in turn controlled by Kent C. McCarthy. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
This Schedule 13G is being jointly filed by Kent C. McCarthy ("Mr. McCarthy') a citizen of the United States of America, KCM Capital, Inc., a Missouri corporation ("KCM"), and AMC Fund, L.P. ("AMC"), a Delaware limited partnership. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS
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