Item 8.01 Other Events As previously disclosed, on March 4, 2025, New Era Energy & Digital, Inc. (the “ Company”) received written notice from the Listing Qualifications Staff (“ Staff”) of The Nasdaq Stock Market LLC (“ Nasdaq”) that, for the preceding 30 consecutive business days, the Company’s market value of listed securities (“ MVLS”) closed below the minimum $50,000,000 MVLS threshold required for the continued listing of the Company’s securities on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “ MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until September 2, 2025, to regain compliance with the MVLS Rule. As also previously disclosed, on September 3, 2025, the Company received notice (the “ Notice”) from the Staff indicating that the Company had not regained compliance with the MVLS Rule as of September 2, 2025, and that the Company was therefore subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “ Panel”). The Company timely requested a hearing before the Panel, which request will stay any further action by Nasdaq at least pending the ultimate conclusion of the hearing process. The hearing is scheduled for October 16, 2025. Following the receipt of the Notice, the Company has undertaken a number of actions in order to regain compliance with Nasdaq listing standards. S ince June 30, 2025, the Company has issued and sold an aggregate of 17,266,344 shares of Common Stock for a total amount of $13,813,206, pursuant to the Fourth Amended and Restated Equity Purchase Facility Agreement, dated as of August 12, 2025, by and between the Company and an investor. As of June 30, 2025, the Company had $8,755,858 of principal senior secured indebtedness evidenced by convertible promissory notes (the “ Convertible Notes”) which debt is secured by a lien on all of the assets of the Company and which debt is convertible into shares of common stock. Since June 30, 2025, the holder of the Convertible Notes converted$6,119,409 of that debt into 6,125,000 shares of common stock. On October 1, 2025 the Company repaid the balance of that indebtedness, bringing the Company’s total outstanding balance on the Convertible Notes to zero. The Company has received a release and satisfaction of the lien securing the Convertible Notes. As a result, the Company believes that, as of the date of this Current Report on Form 8-K, it satisfies the Stockholders’ Equity Requirement for continued listing on The Nasdaq Global Market. The Company’s determination of stockholders’ equity is based on estimates and information available to it as of the date of this Current Report on Form 8-K, is not a comprehensive statement of its financial results or position as of or for the quarter ended September 30, 2025, and has not been audited, reviewed or compiled by the Company’s independent registered public accounting firm. The Company’s financial closing procedures for the quarter ended September 30, 2025, are not yet complete and, as a result, stockholders’ equity upon completion of its closing procedures may vary from this preliminary estimate. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 3, 2025 NEW ERA ENERGY & DIGITAL, INC. By: /s/ E. Will Gray II Name: E. Will Gray II Title: Chief Executive Officer