{"url_path":"/sec/nuai/8-k/2026-07-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ** **Entry","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/2028336/0001213900-26-080397-index.html","accession_number":"0001213900-26-080397","cik":"0002028336","ticker":"NUAI","issuer_name":"New ERA Energy & Digital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2028336/0001213900-26-080397-index.html","primary_entity_key":"0002028336","primary_entity_name":"New ERA Energy & Digital, Inc."},"word_count":264,"has_tables":true,"body_markdown":"**Item 1.01.** **Entry\ninto a Material Definitive Agreement.**\n\n** **\n\n**Consent Letter**\n\n** **\n\nOn\nJuly 17, 2026, New Era Energy & Digital, Inc. (the “Company”), on behalf of Texas Critical Data Centers LLC, a\nsubsidiary of the Company (the “Borrower”), entered into a Waiver and Consent Letter (the “Consent Letter”)\nwith Macquarie Equipment Capital Inc. (“Macquarie”), pursuant to which Macquarie agreed to waive certain requirements\nunder the Term Loan Agreement, dated April 8, 2026, by and among the Borrower, the Company and Macquarie.\n\n \n\nPursuant\nto the Consent Letter, among other procedure-related waivers, the parties agreed to extend the deadline for the Company to establish an\n“at-the-market” program on an effective registration statement with an aggregate offering price of at least $100 million.\nThe Company shall now be required to establish such “at-the-market” program within 60 days of receiving written notice from\nMacquarie or its permitted successors and assigns, or, under certain circumstances, within five business days following the filing of\nthe Company’s next quarterly or annual periodic report.\n\n \n\nThe\nforegoing description of the Consent Letter does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the Consent Letter, a copy of which will be filed in the Company’s next Quarterly Report on Form 10-Q.\n\n \n\n1\n\n \n\n** **\n\n**SIGNATURES**\n\n** **\n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \n**NEW ERA ENERGY & DIGITAL, INC.**\n\n \n \n\nDate: July 22, 2026\nBy:\n/s/ Charles Nelson\n\n \nName:\nCharles Nelson\n\n \nTitle:\nChief Executive Officer\n\n \n\n2"}