NUAIW Sets Annual Meeting Amidst CEO's Past Bankruptcy, Board Elections
Ticker: NUAIW · Form: DEF 14A · Filed: Nov 21, 2025 · CIK: 2028336
Sentiment: bearish
Topics: Proxy Statement, Board Election, Auditor Ratification, Corporate Governance, Shareholder Meeting, Executive History, Risk Disclosure
Related Tickers: NUAIW
TL;DR
**NUAIW's board election is a red flag given CEO Gray's prior Chapter 7 bankruptcy; proceed with extreme caution.**
AI Summary
New ERA Energy & Digital, Inc. (NUAIW) is holding its Annual Meeting on December 16, 2025, to elect five directors, ratify Weaver and Tidwell, L.L.P. as auditors for the year ending December 31, 2025, and potentially adjourn the meeting. The company, formerly New Era Helium Inc. and Roth CH Holdings, Inc., is based in Midland, TX. As of the November 12, 2025 record date, there are 53,449,171 shares of Common Stock outstanding and entitled to vote. The Board of Directors recommends voting 'FOR' all proposals, including the election of E. Will Gray II, Trent Yang, Peter Lee, Ondrej Sestak, and Charles Nelson to the board. E. Will Gray II, CEO since December 6, 2024, previously managed Solis Partners, LLC, now a wholly owned subsidiary, and was CEO of Remnant Oil Company, which filed for Chapter 11 bankruptcy in July 2019, later converted to Chapter 7. Trent Yang, a nominee, co-founded Galway Sustainable Capital, which raised nearly $700M in institutional capital between January 2020 and April 2025.
Why It Matters
This DEF 14A filing outlines critical governance decisions for New ERA Energy & Digital, Inc., including the election of its five-member board and the ratification of its auditor. For investors, the re-election of CEO E. Will Gray II, who previously led Remnant Oil Company into Chapter 7 bankruptcy, raises questions about leadership stability and risk management, potentially impacting investor confidence. The company's shift from 'New Era Helium Inc.' to 'New ERA Energy & Digital, Inc.' suggests a strategic pivot, which could affect future revenue streams and competitive positioning against established energy and digital infrastructure players. Employees and customers will be watching for signs of strategic direction and operational stability under the current leadership.
Risk Assessment
Risk Level: high — The risk level is high due to the disclosure that current CEO and Director E. Will Gray II previously led Remnant Oil Company into Chapter 11 bankruptcy in July 2019, which was later converted to a Chapter 7 filing. This past financial distress under his leadership presents a significant concern regarding his ability to manage corporate finances and avoid similar outcomes for New ERA Energy & Digital, Inc.
Analyst Insight
Investors should scrutinize the qualifications and past performance of all director nominees, particularly E. Will Gray II, given his prior bankruptcy. Consider abstaining from or voting against the election of directors if concerns about governance and financial oversight are not adequately addressed by the company.
Key Numbers
- 53,449,171 — Shares of Common Stock outstanding (Entitled to vote as of November 12, 2025 Record Date)
- 26,724,587 — Shares required for quorum (Represents a majority of outstanding shares)
- $0.0001 — Par value per share (Common Stock par value)
- 5 — Number of director nominees (To be elected to the Board of Directors)
- 2025-12-16 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders)
- 2025-11-12 — Record Date (Date for determining stockholders entitled to vote)
- $700M — Capital raised by Galway Sustainable Capital (Raised by Trent Yang's former company between January 2020 and April 2025)
- 2019-07 — Remnant Oil Company bankruptcy filing (Date E. Will Gray II's former company filed for Chapter 11)
Key Players & Entities
- New ERA Energy & Digital, Inc. (company) — Registrant
- E. Will Gray II (person) — Chief Executive Officer and Director
- Weaver and Tidwell, L.L.P. (company) — Independent Auditors
- Trent Yang (person) — Independent Director nominee
- Peter Lee (person) — Independent Director nominee
- Ondrej Sestak (person) — Independent Director nominee
- Charles Nelson (person) — Director nominee
- Remnant Oil Company (company) — Former company led by E. Will Gray II that filed for bankruptcy
- Galway Sustainable Capital (company) — Company co-founded by Trent Yang
- SEC (regulator) — Securities and Exchange Commission
FAQ
What is the purpose of New ERA Energy & Digital, Inc.'s Annual Meeting on December 16, 2025?
The Annual Meeting of New ERA Energy & Digital, Inc. on December 16, 2025, is being held to elect five nominees to the Board of Directors, ratify the appointment of Weaver and Tidwell, L.L.P. as independent auditors for the year ending December 31, 2025, and to approve a proposal to adjourn the meeting if necessary.
Who are the nominees for the Board of Directors at New ERA Energy & Digital, Inc.?
The five nominees for election to the Board of Directors of New ERA Energy & Digital, Inc. are E. Will Gray II (CEO and Chair), Trent Yang (Independent Director), Peter Lee (Independent Director), Ondrej Sestak (Independent Director), and Charles Nelson (Director).
What is the significance of E. Will Gray II's past with Remnant Oil Company for New ERA Energy & Digital, Inc. investors?
E. Will Gray II, current CEO of New ERA Energy & Digital, Inc., previously served as CEO of Remnant Oil Company, which filed for Chapter 11 bankruptcy in July 2019, later converting to Chapter 7. This history is significant for investors as it raises concerns about his financial management capabilities and potential risks to NUAIW.
How many shares of New ERA Energy & Digital, Inc. Common Stock are entitled to vote at the Annual Meeting?
As of the Record Date of November 12, 2025, there are 53,449,171 shares of New ERA Energy & Digital, Inc. Common Stock issued and outstanding and entitled to vote at the Annual Meeting.
What is the quorum requirement for New ERA Energy & Digital, Inc.'s Annual Meeting?
A quorum for New ERA Energy & Digital, Inc.'s Annual Meeting requires stockholders representing a majority of the 53,449,171 shares of Common Stock issued and outstanding and entitled to vote, which amounts to 26,724,587 shares.
What are the Board of Directors' recommendations for voting on the proposals for New ERA Energy & Digital, Inc.?
The Board of Directors of New ERA Energy & Digital, Inc. recommends voting 'FOR' Proposal One (election of directors), 'FOR' Proposal Two (ratification of Weaver & Tidwell L.L.P. as auditors), and 'FOR' Proposal Three (adjournment of the Annual Meeting).
What is a 'broker non-vote' and how does it affect voting at New ERA Energy & Digital, Inc.'s Annual Meeting?
A 'broker non-vote' occurs when a broker cannot vote a beneficial owner's shares on a 'non-routine' matter, like the Election of Directors Proposal (Proposal One), without specific instructions. Broker non-votes are counted for quorum but do not affect the outcome of the vote on non-routine proposals.
Who is the independent auditor proposed for ratification by New ERA Energy & Digital, Inc. for 2025?
Weaver and Tidwell, L.L.P. is the independent auditor proposed for ratification by New ERA Energy & Digital, Inc. for the year ending December 31, 2025.
Where is New ERA Energy & Digital, Inc. located?
New ERA Energy & Digital, Inc. is located at 4501 Santa Rosa Drive, Midland, TX 79707.
What is Trent Yang's background relevant to his nomination as an independent director for New ERA Energy & Digital, Inc.?
Trent Yang is a recognized leader in renewable energy, having co-founded and served as President of Galway Sustainable Capital from January 2020 to April 2025, where he helped raise nearly $700M in institutional capital for sustainability projects.
Risk Factors
- Past Bankruptcy of Related Entity [medium — operational]: E. Will Gray II, a nominee for the Board of Directors, was CEO of Remnant Oil Company, which filed for Chapter 11 bankruptcy in July 2019. This filing was later converted to Chapter 7. This history may raise concerns about financial management and operational stability.
- Company Transformation and Industry Volatility [medium — market]: The company has undergone significant transformations, formerly New Era Helium Inc. and Roth CH Holdings, Inc., now New ERA Energy & Digital, Inc. The energy and digital sectors are subject to rapid technological changes and market fluctuations, posing inherent risks to sustained growth and profitability.
Industry Context
New ERA Energy & Digital, Inc. operates in a dynamic landscape, bridging the energy sector with digital solutions. This dual focus positions the company to potentially capitalize on trends in energy transition and technological innovation. However, it also exposes the company to the volatility and rapid evolution inherent in both the energy market and the fast-paced digital technology sector.
Regulatory Implications
As a publicly traded company, New ERA Energy & Digital, Inc. is subject to SEC regulations and disclosure requirements, including the timely filing of documents like this DEF 14A. Compliance with corporate governance standards and accurate financial reporting are critical to maintaining investor confidence and avoiding potential penalties.
What Investors Should Do
- Review director nominee backgrounds carefully.
- Evaluate the company's strategic direction in energy and digital sectors.
- Confirm voting instructions and participation in the virtual meeting.
Key Dates
- 2025-12-16: Annual Meeting of Stockholders — Key date for electing directors, ratifying auditors, and voting on other company matters.
- 2025-11-12: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
- 2024-12-06: E. Will Gray II appointed CEO — Indicates leadership changes and the strategic direction under new management.
- 2019-07: Remnant Oil Company bankruptcy filing — Relevant background for a key director nominee, E. Will Gray II, highlighting past financial distress of a related entity.
Glossary
- DEF 14A
- A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including director nominees, executive compensation, and voting matters. (This document is the primary source of information for the annual meeting and contains the details analyzed here.)
- Proxy Statement
- A document that accompanies a proxy solicitation, providing shareholders with information needed to vote on matters at a company meeting. (This is the specific document being reviewed, containing all details about the upcoming annual meeting.)
- Record Date
- A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the pool of eligible voters for the December 16, 2025 Annual Meeting.)
- Common Stock
- A class of stock that represents ownership in a corporation and entitles the owner to voting rights and dividends. (The shares outstanding as of the record date that are entitled to vote at the meeting.)
- Quorum
- The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A majority of outstanding shares (26,724,587) are needed for a quorum at the Annual Meeting.)
Year-Over-Year Comparison
This analysis is based on the current DEF 14A filing and does not contain comparative data from a previous filing. Therefore, a comparison of key metrics such as revenue growth, margin changes, or new risks versus the prior year cannot be provided.
Filing Stats: 4,155 words · 17 min read · ~14 pages · Grade level 11.8 · Accepted 2025-11-20 18:43:21
Key Financial Figures
- $0.0001 — s of the Company’s common stock, $0.0001 par value per share (the “Common
- $700M — n 4+ years, Galway raised nearly $700M of institutional 5 Table of Contents
- $12 — stage and Series A fundraise of $12 million. He also completed a con
Filing Documents
- ea0266537-01.htm (DEF 14A) — 447KB
- 0001213900-25-113229.txt ( ) — 448KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   18 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS   19 INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE VOTED ON   21 DELIVERY OF DOCUMENTS TO SECOND HOLDERS WHO SHARE AN ADDRESS   21 WHERE YOU CAN FIND MORE INFORMATION ABOUT US   21 i Table of Contents NEW ERA ENERGY & DIGITAL, INC. 4501 Santa Rosa Drive Midland, TX 79707 PROXY STATEMENT Annual Meeting of Stockholders To Be Held on December 16, 2025 INTRODUCTION The enclosed proxy (the “Proxy Statement”) is being solicited by the board of directors (the “Board of Directors”) of New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), in connection with the Annual Meeting of Stockholders (the “Annual Meeting”) to be held via teleconference on December 16, 2025, at 10:00 a.m., ET, and at any adjournment or postponement thereof. The Notice of Annual Meeting of Stockholders, this Proxy Statement, and a form of proxy card (“Proxy Card”) have been mailed to our stockholders of record as of November 12, 2025 (the “Record Date”). Unless the context otherwise requires, references to the “Company,” “we,” “us,” and “our” refer to the Company. Any stockholder may participate in the Annual Meeting via teleconference using the following dial -in information: Telephone access: Within the U.S. and Canada: 1 (800) 450 -7155 (toll -free ) Outside of the U.S. and Canada: +1 857 -999-9155 (standard rates apply) Conference ID: 7150382# Webcast: https: // www.cstproxy.com / neweraenergydigital / 2025 IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING Why am I receiving access to these proxy materials? We are providing these proxy materials to yo