New Era Energy & Digital, Inc.

of this Current Report on Form 8-K is incorporated by reference herein. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment

Unregistered Sales of Equity Securities. For purposes of updating the Company’s previous disclosures with respect to the shares of common stock underlying the I

and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to

Financial Statements and Exhibits. Exhibit Number Description 10.1 Amended and Restated Consent and Waiver, dated February 1, 2026, by and between the Company a