新纪元能源与数字股份有限公司美股招股说明书(2025-10-15版)

PROSPECTUS SUPPLEMENT NO. 10(to Prospectus dated January 15, 2025) 50,839,403 Shares of Common Stock 230,746 Private Warrants New Era Energy & Digital, Inc. This prospectus supplement updates, amends and supplements the prospectus contained in our Registration Statement on Form S-1,effective as of January 15, 2025 (as supplemented on February 24, 2025, April 2, 2025, May 6, 2025, May 15, 2025, May 16, 2025,May 28, 2025, June 2, 2025, July 10, 2025, September 12, 2025, and as may be further supplemented or amended from time to time,the “Prospectus”) (Registration No. 333-284076). This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with theinformation contained in (a) our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”)on October 6, 2025 and (b) our Current Report on Form 8-K, filed with the SEC on October 10, 2025 (together, the “RecentReports”). Accordingly, we have attached the Recent Reports to this prospectus supplement. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep thisprospectus supplement with your Prospectus for future reference. Our common stock, par value $0.0001 per share (“Common Stock”), is listed on The Nasdaq Global Market under the symbol“NUAI”, and our warrants to purchase shares of Common Stock (the “Tradeable Warrants”) are listed on The Nasdaq Stock Marketunder the symbol “NUAIW.” On October 14, 2025, the last reported sales price of the Common Stock was $3.07 per share, and thelast reported sales price of the Tradeable Warrants was $0.70 per Tradeable Warrant. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 19 of the Prospectus, and under similar headings in any amendment orsupplements to the Prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is October 15, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or Section 15(d) of theSecurities Exchange Act of 1934 October 1, 2025Date of Report (Date of earliest event reported) NEW ERA ENERGY & DIGITAL, INC.(Exact Name of Registrant as Specified in Charter) n/a(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 8.01 Other Events As previously disclosed, on March 4, 2025, New Era Energy & Digital, Inc. (the “Company”) received written notice fromthe Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, for the preceding 30 consecutive businessdays, the Company’s market value of listed securities (“MVLS”) closed below the minimum $50,000,000 MVLS threshold requiredfor the continued listing of the Company’s securities on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the“MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or untilSeptember 2, 2025, to regain compliance with the MVLS Rule. As also previously disclosed, on September 3, 2025, the Company received notice (the “Notice”) from the Staff indicatingthat the Company had not regained compliance with the MVLS Rule as of September 2, 2025, and that the Company was thereforesubject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Companytimely requested a hearing before the Panel, which request will stay any further action by Nas