New Era Energy & Digital Inc U.S. Prospectus (Version dated May 22, 2026)

New Era Energy & Digital, Inc. 2,923,117 Shares of Common Stock Offered by the Selling Stockholders The securities to be offered and sold using this prospectus include 2,923,117 shares of our common stock, par value $0.0001 pershare (“common stock”), held by the selling stockholders described herein, including 400,208 shares of common stock underlying theMacquarie Warrants (as defined herein). These securities may be offered and sold by the selling stockholders named in this prospectus We are not selling any securities pursuant to this prospectus, and we will not receive any of the proceeds from the sale of shares ofour securities by the selling stockholders. The selling stockholders may offer and sell the securities offered by this prospectus fromtime to time in amounts, at prices and on terms to be determined by market conditions and other factors at the time of any suchofferings. The selling stockholders may sell the securities at prevailing market prices or at prices negotiated with buyers. The sellingstockholders will be responsible for any underwriting commissions and discounts, brokerage fees, applicable taxes, underwritingmarketing costs and other fees. We will be responsible for the fees and expenses incurred in connection with the registration of the We are registering 2,923,117 shares of common stock for sale by the selling stockholders named below pursuant to the (i)Registration Rights Agreement, dated April 13, 2026, by and between New Era Energy & Digital, Inc., a Nevada corporation (the“Company”), and Macquarie Equipment Capital Inc., a Delaware corporation (“Macquarie”) (the “Macquarie Registration RightsAgreement”) and (ii) Amended and Restated Promissory Note, dated April 6, 2026, by and between the Company and Zachary Yi Our common stock is traded on the Nasdaq Global Market (the “Nasdaq”) under the symbol “NUAI.” Our Public TradeableWarrants are listed on the Nasdaq under the ticker symbol “NUAIW.” On May 15, 2026, the closing price of our common stock was We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securitieslaws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. You should read carefully this prospectus, the documents incorporated by reference in this prospectus and any prospectussupplement before you invest. See “Risk Factors” beginning on page 3 of this prospectus for information on certain risks The selling stockholders may sell the securities directly, or to or through underwriters or dealers, and also to other purchasers orthrough agents. The names of any underwriters or agents that are included in a sale of securities to you, and any applicablecommissions or discounts, will be stated in any accompanying prospectus supplement. In addition, the underwriters, if any, may over- Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a The date of this prospectus is May 21, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the SEC using a “shelf” registration process. Under thisshelf registration process, the selling stockholders may offer and sell from time to time the securities described in this prospectus inone or more offerings. This prospectus provides you with a general description of the securities that are registered hereunder that maybe offered by the selling stockholders. Each time the selling stockholders offer and sell the securities, the selling stockholders may Any prospectus supplement may add, update, or change information contained in this prospectus. Any statement that we make inthis prospectus will be modified or superseded by any inconsistent statement made by us in any prospectus supplement. Theinformation in this prospectus is accurate as of its date. Additional information, including our financial statements and the notesthereto, is incorporated in this prospectus by reference to our reports filed with the SEC. Therefore, before you invest in our securities,you should carefully read this prospectus and any prospectus supplement relating to the securities offered to you together with theadditional information incorporated by reference in this prospectus and any prospectus supplement (including the documents describedunder the heading “Where You Can Find More Information” and “Documents Incorporated by Reference” in both this prospectus andany prospectus supplement). This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus maycontain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry You should rely only on the information contained in or incorporated by referen