New Era Energy & Digital Inc美股招股说明书(2026-04-08版)

Filed Pursuant to 424(b)(5)Registration No. 333-292892 This preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities andExchangeCommission but is not complete and may be changed.This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell the securities described herein and are not soliciting an offer to buy suchsecurities, in any state or jurisdiction where such offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 8, 2026 PROSPECTUS SUPPLEMENT(To Prospectus Dated January 30, 2026) Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offeringshares of our common stock,par value $0.0001 per share (“common stock”). Our common stock is listed on The Nasdaq Global Market (the “Nasdaq”) under the symbol “NUAI.” On April 7, 2026, the lastreported sale price of our common stock on Nasdaq was $4.17 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” on page S-5 of this prospectus supplement andin the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. (1)For additional information about the expenses for which we have agreed to reimburse the underwriters in connection with thisoffering, see “Underwriting” beginning on pageS-11of this prospectus supplement. We have granted the underwriters the option to purchase up to an additionaland conditions set forth above within 30 days from the date of this prospectus. shares of common stock on the same terms Delivery of the securities in this offering is expected to be made on or about, 2026. Lead Book-Running Manager Northland Capital Markets Book-Running Manager Texas Capital Securities TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PAGEABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-9DILUTIONS-10UNDERWRITINGS-11MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSS-16LEGAL MATTERSS-19EXPERTSS-19WHERE YOU CAN FIND MORE INFORMATIONS-19DOCUMENTS INCORPORATED BY REFERENCES-20 PROSPECTUS PAGE ABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiiDOCUMENTS INCORPORATED BY REFERENCEiiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSivABOUT NEW ERA ENERGY & DIGITAL, INC.1RISK FACTORS2USE OF PROCEEDS2DESCRIPTION OF CAPITAL STOCK3DESCRIPTION OF DEBT SECURITIES8DESCRIPTION OF WARRANTS14DESCRIPTION OF UNITS15DESCRIPTION OF RIGHTS16PLAN OF DISTRIBUTION17LEGAL MATTERS18EXPERTS18 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated January 30, 2026 form a part of a registration statement onForm S-3 (File No. 333-292892) that we filed with the U.S. Securities and Exchange Commission (the “SEC”) under the SecuritiesAct of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process or continuous offering. Under this shelfregistration process, we may, from time to time, offer and sell in one or more offerings any securities described in the accompanyingprospectus. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of securitiesand also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, including thedocuments incorporated by reference therein, provides more general information. Generally, when we refer to this prospectus, we arereferring to both parts of this document combined. To the extent there is a conflict between the information contained in thisprospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any documentincorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should relyon the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement inanother document having a later date - for example, a document incorporated by reference in the accompanying prospectus - thestatement in the document having the later date modifies or supersedes the earlier statement. We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we haveauthorized for use in