New Era Energy & Digital Inc 2026年季度报告

FORM 10-Q (Mark one)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 Or. ☐TRANSITION REPORT PURSUANT TO SECTION 13 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) 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 submittedpursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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. 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 May 12, 2026, the registrant had 101,465,286 shares of common stock issued and 101,290,928 shares of common stockoutstanding. NEW ERA ENERGY & DIGITAL, INC.INDEX TO FINANCIAL STATEMENTS PAGECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPART 1 – FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)2Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026and 2025 (Unaudited)3Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)4Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 3. Quantitative and Qualitative Disclosures about Market Risk47Item 4. Control and Procedures47PART II – OTHER INFORMATIONItem 1. Legal Proceedings48Item 1A. Risk Factors49Item 2. Unregistered Sales of Equity Securities and Use of Proceeds49Item 3. Defaults Upon Senior Securities49Item 4. Mine Safety Disclosures49Item 5. Other Information49Item 6. Exhibits49SIGNATURES51 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements.” Forward-looking statements reflect thecurrent view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,”“intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this Report relating to our businessstrategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our currentexpectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statementsrelate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actualresults may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical factnor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-lookingstatements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include,without limitation: ●our ability to construct, develop, lease and maintain our flagship project;●our ability to access adequate project financing, commercial borrowings and debt and equity capital markets to fund oursignificant anticipated capital expenditures;●the impact of supply chain disruptions, labor availability, raw materials and input commodity costs and availability, andmanufacturing and transportation;●general