SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MCCARTHY KENT C

(Last)(First)(Middle)
13021 W 74TH ST

(Street)
SHAWNEE KANSAS 66216

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
New ERA Energy & Digital, Inc. [ NUAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, $0.0001 par value per share10/14/2026S200,000D$3.90850D(1)
Common Stock, $0.0001 par value per share10/14/2026S4,090,000D$3.6102(4)5,460,000IBy AMC Fund(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Call option$510/14/2026S50,000 (3)01/15/2027Common Stock, $0.0001 par value per share50,000$0.56360D(1)
Call option$510/14/2026S200,000 (3)01/21/2028Common Stock, $0.0001 par value per share200,000$1.2649(5)0D(1)
Call option$510/14/2026P500,000 (3)01/15/2027Common Stock, $0.0001 par value per share500,000$0.48351,660,000IBy AMC Fund(2)
Call option$5 (3)01/21/2028Common Stock, $0.0001 par value per share0680,000IBy AMC Fund(2)
1. Name and Address of Reporting Person*
MCCARTHY KENT C

(Last)(First)(Middle)
13021 W 74TH ST

(Street)
SHAWNEE KANSAS 66216

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
KCM Capital Inc

(Last)(First)(Middle)
13021 W 74TH ST

(Street)
SHAWNEE KANSAS 66216

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
AMC Fund, L.P.

(Last)(First)(Middle)
13021 W 74TH ST

(Street)
SHAWNEE KANSAS 66216

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. These securities were held directly by Kent C. McCarthy. Neither AMC nor KCM had any beneficial or pecuniary interest in these securities.
2. These securities are held directly by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is in turn controlled by Kent C. McCarthy. KCM and Mr. McCarthy are indirect beneficial owners of the reported securities. As a result of the transaction reported on this Form 4, AMC, KCM, and Kent C. McCarthy no longer beneficially own more than 10% of the equity securities of New ERA Energy & Digital, Inc. Accordingly, AMC, KCM, and Kent C. McCarthy are no longer subject to Section 16 with respect to transactions in the equity securities of New ERA Energy & Digital, Inc. and therefore will no longer report such transactions on Form 4 or Form 5.
3. The holder of the option may exercise at any time.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.4142 to $3.9148, inclusive. The reporting person undertakes to provide to New ERA Energy & Digital, Inc., any security holder of New ERA Energy & Digital, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (5) to this Form 4.
5. The price reported in Column 8 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.2000 to $1.3093, inclusive.
Kent C. McCarthy, Authorized Person10/16/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)