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 Purchase Agreement, dated as of January 16, 2026, by and between the Company and SharonAI (the “ Purchase Agreement” and the transactions contemplated thereby, the “ Transaction”).

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The securities of the Company were or will be issued upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure. On January 16, 2026, the Company issued a press release announcing the Transaction and a separate press release announcing the Company’s partnership with Primary Digital Infrastructure to co-develop TCDC. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information set forth in this Item 7.01 and the attached Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits. The Company will file any required financial statements and pro forma financial information related to the Transaction by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit Description Number 2.1* Membership Interest Purchase Agreement, dated January 16, 2026, by and between the Company and SharonAI. 4.1 Senior Secured Convertible Promissory Note, dated January 16, 2026. 10.1 Consent and Waiver, dated January 16, 2026, by and between the Company and the Investor. 99.1 Press Release of the Company, dated January 16, 2026. 99.2 Press Release of the Company, dated January 16, 2026. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). Certain of the exhibits to this Exhibit have been omitted pursuant 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: January 20, 2026 NEW ERA ENERGY & DIGITAL, INC. By: /s/ E. Will Gray II Name: E. Will Gray II Title: Chief Executive Officer