New Era Energy & Digital Inc. American Stock Offering Prospectus (2026-03-19 Edition)

The securities to be offered and sold using this prospectus include 8,560,000 shares of our common stock, par value $0.0001 pershare (“common stock”), underlying the Second Tranche Warrant (as defined herein) held by the selling stockholder. These securitiesmay be offered and sold by the selling stockholder named in this prospectus or in any supplement to this prospectus from time to time 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 stockholder. We will, however, receive the net proceeds of any Investor Warrants (as defined herein)exercised for cash. The selling stockholder may offer and sell the securities offered by this prospectus from time to time in amounts, atprices and on terms to be determined by market conditions and other factors at the time of any such offerings. The selling stockholdermay sell the securities at prevailing market prices or at prices negotiated with buyers. The selling stockholder will be responsible forany underwriting commissions and discounts, brokerage fees, applicable taxes, underwriting marketing costs and other fees. We will We are registering 8,560,000 shares of common stock for sale by the selling stockholder named below pursuant to the RegistrationRights Agreement, dated December 6, 2024, by and between New Era Helium Inc. and ATW AI Infrastructure II LLC (the “sellingstockholder”) (the “Registration Rights Agreement”) and the Amended and Restated Consent and Waiver, dated January 16, 2026, by Our common stock is traded on the Nasdaq Global Market (the “Nasdaq”) under the symbol “NUAI.” Our Public TradeableWarrants (as defined herein) are listed on the Nasdaq under the ticker symbol “NUAIW.” On March 18, 2026, the closing price of ourcommon stock was $5.30 and the closing price of our Public Tradeable Warrants was $2.26. 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 page5 of this prospectus for information on certain risks The selling stockholder 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 applicable 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 March 19, 2026. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the SEC using a “shelf” registration process. Underthis shelf registration process, the selling stockholder may offer and sell from time to time the securities described in thisprospectus in one or more offerings. This prospectus provides you with a general description of the securities that are registeredhereunder that may be offered by the selling stockholder. Each time the selling stockholder offers and sells the securities, the Any prospectus supplement may add, update, or change information contained in this prospectus. Any statement that wemake in this prospectus will be modified or superseded by any inconsistent statement made by us in any prospectus supplement.The information in this prospectus is accurate as of its date. Additional information, including our financial statements and thenotes thereto, is incorporated in this prospectus by reference to our reports filed with the SEC. Therefore, before you invest in oursecurities, you should carefully read this prospectus and any prospectus supplement relating to the securities offered to youtogether with the additional information incorporated by reference in this prospectus and any prospectus supplement (includingthe documents described under the heading “Where You Can Find More Information” and “Documents Incorporated byReference” in both this prospectus and any prospectus supplement). This prospectus incorporates by reference, and anyprospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statisticsand forecasts that are based on independent industry publications and other publicly available information. Although we believe You should rely only on the information contained in or incorporated by reference in this prospectus or anyprospectus supplement. Neither we nor the selling stockholder have authorized any other person to provide you withdifferent information. If anyone provides you with different or inco