New Era Energy & Digital, Inc. filed a Form 10-Q/A (Amendment No. 1) on August 14, 2026, restating its unaudited condensed consolidated financial statements for the three months ended March 31, 2026, due to accounting errors identified during the preparation of its June 30, 2026 quarterly financial statements.

Key Highlights

  • Restated net loss: Net loss for the three months ended March 31, 2026, increased to $10,823,974 from $8,991,887 as previously reported, an understatement of $1,832,087.
  • Restated loss per share: Net loss per share, basic and diluted, is $(0.19), compared to $(0.16) as originally reported.
  • PSU fair value correction: The corrected aggregate grant-date fair value of certain performance stock unit awards is $57,336,238, compared to $23,538,447 as originally determined.
  • Expense reclassification: $1,629,854 of legal and accounting fees recorded as general and administrative expense should have been capitalized or deferred, overstating G&A expense by that amount.
  • Material weaknesses identified: Management identified material weaknesses in internal control over financial reporting related to share-based compensation measurement and the classification of professional fees and transaction costs.
  • Audit Committee action: On July 24, 2026, the Audit Committee concluded the previously issued financial statements for Q1 2026 should no longer be relied upon.
  • Shares outstanding: As of May 12, 2026, the company had 101,290,928 shares of common stock outstanding.

New Era Energy & Digital's Q1 2026 Restatement: Errors and Effects

According to the filing, the restatement was triggered by two primary categories of error. The first involved the misapplication of ASC Topic 718, Compensation - Stock Compensation, for performance stock units granted to certain executive officers during Q1 2026. The company disclosed that the grant-date fair value of those PSU awards was inappropriately calculated and understated, with the corrected aggregate figure rising to $57,336,238 from $23,538,447. Additionally, the company had applied a straight-line attribution method for these PSUs rather than the graded-vesting attribution method required under ASC 718, given that the awards contain performance and market conditions and vest in monthly tranches.

The second category of error involved $1,629,854 in legal and accounting fees that were recorded as general and administrative expense but should have been capitalized or deferred as transaction costs of an asset acquisition, debt issuance costs, or equity issuance costs. The filing noted that correcting this classification also increases interest expense by $93,204, reflecting amortization of the reclassified debt issuance costs. The net effect of the expense reclassification errors was an overstatement of general and administrative expenses of $1,629,854 and an overstatement of net loss of $1,536,650 for the period.

The combined effect of all errors, the filing stated, was an understatement of net loss of $1,832,087, bringing restated net loss to $10,823,974. The filing noted that the stock-based compensation errors have no effect on the company's cash position, and that the restatement has no income tax effect because the company "maintains a full valuation allowance against its deferred tax assets." The correction of expense classification errors increases total assets by $1,333,709, decreases total liabilities by $114,616, and increases total stockholders' equity by $1,448,325. The company trades on NASDAQ:NUAI, with warrants trading under NASDAQ:NUAIW.

What Was Disclosed

New Era Energy & Digital, Inc. filed an amended quarterly report restating its Q1 2026 financial statements, disclosing errors in PSU grant-date fair value calculations, compensation cost attribution, and expense classification, along with material weaknesses in related internal controls.