New Era Energy & Digital Inc美股招股说明书(2026-01-20版)

PROSPECTUS SUPPLEMENT NO. 12(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, October 15, 2025, November 14, 2025 and as may be furthersupplemented 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 our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on January 20,2026 (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 January 16, 2026, the last reported sales price of the Common Stock was $4.33 per share, and the lastreported sales price of the Tradeable Warrants was $0.9896 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 January 20, 2026. 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 January 16, 2026Date of Report (Date of earliest event reported) NEW ERA ENERGY & DIGITAL, INC.(Exact Name of Registrant as Specified in Charter) Not Applicable(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: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On January 16, 2026, New Era Energy & Digital, Inc. (the “Company”) completed its previously announced acquisition of SharonAI,Inc.’s (“SharonAI”) equity interests in Texas Critical Data Centers LLC (“TCDC”) pursuant to the Membership Interest PurchaseAgreement, dated as of January 16, 2026, by and between the Company and SharonAI (the “Purchase Agreement” and the transactionscontemplated thereby, the “Transaction”). Pursuant to the Purchase Agreement, the Company acquired SharonAI’s equity interests in TCDC for an aggregate purchase price of$70 million, of which (a) $10 million is payable in cash, (b) $10 million is payable in equity securities to be issued in connection withthe Company’s next equity financing transaction, and (c) $50 million is payable in the form of a senior secured convertible promissorynote (the “Convertible Note”) (described further below). The entirety of the acquisition considerati