新时代能源与数字有限公司美股招股说明书(2026-01-20版)

PROSPECTUS SUPPLEMENT NO. 12(to Prospectus dated January 15, 2025) 50,839,403 Shares of Common Stock 230,746 Private Warrants New Era Energy & Digital, Inc. This prospectus supplement updates, amends and supplements the prospectus contained in our Registration Statement on Form S-1,effective as of January 15, 2025 (as supplemented on February 24, 2025, April 2, 2025, May 6, 2025, May 15, 2025, May 16, 2025,May 28, 2025, June 2, 2025, July 10, 2025, September 12, 2025, October 15, 2025, November 14, 2025 and as may be further This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with theinformation contained in our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on January 20, This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this Our common stock, par value $0.0001 per share (“Common Stock”), is listed on The Nasdaq Global Market under the symbol“NUAI”, and our warrants to purchase shares of Common Stock (the “Tradeable Warrants”) are listed on The Nasdaq Stock Marketunder the symbol “NUAIW.” On January 16, 2026, the last reported sales price of the Common Stock was $4.33 per share, and the last Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 19 of the Prospectus, and under similar headings in any amendment or Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is January 20, 2026. Not Applicable Securities registered pursuant to Section 12(b) of the Act: Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On January 16, 2026, New Era Energy & Digital, Inc. (the “Company”) completed its previously announced acquisition of SharonAI,Inc.’s (“SharonAI”) equity interests in Texas Critical Data Centers LLC (“TCDC”) pursuant to the Membership Interest PurchaseAgreement, dated as of January 16, 2026, by and between the Company and SharonAI (the “Purchase Agreement” and the transactions Pursuant to the Purchase Agreement, the Company acquired SharonAI’s equity interests in TCDC for an aggregate purchase price of$70 million, of which (a) $10 million is payable in cash, (b) $10 million is payable in equity securities to be issued in connection withthe Company’s next equity financing transaction, and (c) $50 million is payable in the form of a senior secured convertible promissory The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to thePurchase Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated by reference herein. Convertible Note The Convertible Note matures on June 30, 2026 and has an interest rate of 10% per annum payable on the maturity date in cash. TheConvertible Note is secured by the Company’s ownership in TCDC and the assets of TCDC. SharonAI may convert 20% of theConvertible Note into shares of the Company’s common stock, par value $0.0001 (the “common stock”), at a conversion price equal tothe 30-day volume-weighted average price of the common stock prior to the conversion date. The conversion price for the Convertible The foregoing description of the Convertible Note does not purport to be complete and is qualified in its entirety by reference to theConvertible Note, a copy of which is filed herewith as Exhibit 4.1 and is incorporated by reference herein. Waiver On January 16, 2026, the Company entered into a Waiver and Consent (the “Waiver”) with ATW AI Infrastructure II LLC (the“Investor”) pursuant to which the Investor agreed to waive certain terms under that certain Securities Purchase Agreement, dated as ofDecember 6, 2024, by and between the Company and the Investor (the “Securities Purchase Agreement”), that would have limited orprohibited the transactions contemplated by the Purchase Agreement. In exchange for such Waiver, the Company and the Investoragreed to reduce the exercise price of the First Tranche Warrants (as defined in the Securities Purchase Agreement) to $2.00. As aresult of such reduced exercise price, the maximum number of shares of common stock issuable pursuant to the First Tranche Warrants The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the Waiver, acopy of which is f