New Era Energy & Digital Inc美股招股说明书(2025-11-17版)

New Era Energy & Digital, Inc. Secondary Offering of5,218,690 Shares of Common Stock Primary Offering of5,750,000 Shares of Common Stock Underlying Public Warrants This prospectus supplement updates, amends and supplements the prospectus contained in our Registration Statement on Form S-1,effective as of November 20, 2025 (as it may be supplemented or amended from time to time, the “Prospectus”) (Registration No.333-288790). This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with theinformation contained in our Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2025 (the “Recent Report”).Accordingly, we have attached the Recent Report 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 November 13, 2025, the last reported sales price of the Common Stock was $4.235 per share, and thelast reported sales price of the Tradeable Warrants was $1.45 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 8 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 November 14, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-Q (Mark one)☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 Or. ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-42433 NEW ERA ENERGY & DIGITAL, INC.(Exact name of registrant as specified in its charter) (Address of principal executive offices and Zip Code) (432)695-6997(Registrant’s telephone number, including area code) Not Applicable(Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒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.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ As of November 13, 2025, the registrant had 53,623,529 shares of common stock issued and 53,449,171 shares of common stockoutstanding. NEW ERA ENERGY & DIGITAL, INC.INDEX TO FINANCIAL STATEMENTS PAGEPART 1–FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 20241Unaudited Consolidated Statements of Operations for the Three Months and Nine Months Ended September30,2025 and 20242Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Three Months