{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-010533","form_type":"8-K","ticker":"NUAI","cik":"0002028336","company_name":"New ERA Energy & Digital, Inc.","filed_at":"2026-02-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.036192+00:00","generated_at":"2026-05-16T05:46:48.291897+00:00","sec_items":["1.01","3.02","5.02","7.01","9.01"],"event_type":"leadership","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Charlie Nelson appointed President/COO with large equity awards; warrants adjusted to $2.00, 16.2M shares issuable","bullets":["Charlie Nelson named President and COO effective Jan 28, 2026; previously board member since Dec 2024.","Nelson receives PSUs (3,664,036 shares) tied to hyperscaler deal, financial close, and $100M revenue / $15 stock price milestones.","Nelson also receives RSUs (1,221,345 shares) vesting monthly over four years; both awards inducement under Nasdaq Rule 5635(c)(4).","CEO E. Will Gray II gets amended employment with $550K base, 40% bonus target; identical PSU/RSU grants (3,664,036 / 1,221,345) under the Plan.","Amended waiver with ATW AI Infrastructure: warrant exercise prices adjusted to $2.00 (anti-dilution partial waiver); 5.5M first tranche and 10.7M second tranche shares issuable."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-010533","json":"https://secwatch.observer/filing/0001213900-26-010533.json","markdown":"https://secwatch.observer/filing/0001213900-26-010533.md","text":"https://secwatch.observer/filing/0001213900-26-010533.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2028336/000121390026010533/0001213900-26-010533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2028336/000121390026010533/ea0274977-8k_newera.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T05:46:48.291897+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"569116baed7e79e0716f44a64f165da4cda17b70","claim":"New ERA Energy & Digital, Inc. amended Amended and Restated Consent and Waiver with ATW AI Infrastructure II LLC valued at Amended and Restated Consent and Waiver modifying anti-dilution provisions of Investor Warrants; adj (effective 2026-02-01).","evidence_excerpt":"On February 1, 2026, New Era Energy & Digital, Inc. (the “ Company ”) entered into an Amended and Restated Consent and Waiver (the “ Amended Waiver ”) with ATW AI Infrastructure II LLC (the “ Investor ”) which amended and restated the previously disclosed Consent and Waiver, dated January 16, 2026, in its entirety.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2028336/000121390026010533/0001213900-26-010533-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"ATW AI Infrastructure II LLC"},{"label":"Value","value":"Amended and Restated Consent and Waiver modifying anti-dilution provisions of Investor Warrants; adj"},{"label":"Effective","value":"2026-02-01"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}