New Era Energy & Digital, Inc. [NUAI] Securities Class Action Lawsuit Update

• Case Name: Annonio v. New Era Energy & Digital, Inc.
• Case No.: 7:26-cv-00120
• Jurisdiction: United States District Court, Western District of Texas, Midland/Odessa Division
• Filed on: April 1, 2026
• Class Period: November 6, 2024 - December 29, 2025

Introduction

New Era Energy & Digital, Inc. (NASDAQ: NUAI), formerly New Era Helium, now faces a securities class action in the Western District of Texas after investors alleged the company misled the market about two things that sat at the center of its valuation story: the real state of its Texas AI data-center permitting process and the economics of its legacy New Mexico gas wells. The complaint defines the class period as November 6, 2024 through December 29, 2025, and alleges violations of Sections 10(b) and 20(a) of the Exchange Act against the company, CEO Everett Willard Gray II, and former CFO Michael J. Rugen.

The allegations describe a causal chain in which aggressive AI infrastructure messaging, repeated assurances of permitting progress, a legacy oil-and-gas asset base burdened by asset retirement obligations, then two sharp corrective disclosures that erased substantial shareholder value. First came a 6.9% drop tied to allegations that no critical permit applications had been filed. Then came a 41% collapse after reporting on a New Mexico Attorney General lawsuit alleging a fraudulent well-transfer scheme.

For investors, this case is less about a missed quarter and more about whether a de-SPAC issuer built an AI-growth narrative on top of unresolved environmental liabilities and allegedly misleading operational disclosures.

“Most NUAI shareholders never file or join the class action, which means they miss out on potential recovery funds,” said Attorney Joseph Levi.

Backdrop and Business Context

New Era became public through a December 2024 business combination with Roth CH Acquisition V Co., giving the company a de-SPAC path to Nasdaq visibility as it promoted an AI-related infrastructure strategy. Its historical business was not AI. It was oil and natural gas production centered on wells in Chaves County, New Mexico, operated through subsidiary Solis Partners. Those wells carried significant plugging and remediation obligations once they became inactive, costs the complaint repeatedly frames as foreseeable and reasonably calculable from inception.

The strategic pivot changed the story investors were being sold. The company’s flagship growth narrative became Texas Critical Data Centers, a large-scale AI and high-performance computing campus outside Odessa, Texas. That project, marketed as a 4-phase execution model with engineering and regulatory permitting “underway,” became the symbolic bridge between a mature hydrocarbon asset base and a market hungry for AI-power infrastructure plays.

That contrast matters. The complaint’s theory is that legacy liabilities were obscured by the company’s AI data-center narrative.

Promises Made vs. Reality

The complaint anchors its misstatement theory in repeated SEC and investor-facing disclosures concerning asset retirement obligations and data-center permitting progress. Across the proxy statement, FY24 10-K, and multiple 10-Qs, New Era described its ARO methodology in formal accounting language, stating that future revisions to assumptions would be reflected through corresponding property balance adjustments. The filings described the company’s ARO methodology in formal accounting language.

At the same time, management’s public AI narrative became increasingly concrete. On October 6, 2025, the company said it was making “tangible progress across all fronts including engineering, permitting, regulatory filings, and land expansion,” and specifically highlighted “significant progress on obtaining air permits.” The investor presentation filed weeks later went further, showing “regulatory permitting” as part of Phase Two already underway for the Texas Critical Data Centers project.

Investors now allege the reality was far different: according to the complaint, later third-party reporting asserted that searches of Texas, New Mexico, and federal databases showed no relevant applications had been submitted at all, not even an initial filing. That gap between “significant progress” and “no applications” forms the first core loss-causation narrative.

Timeline of Alleged Misconduct and Disclosures

The alleged misconduct begins on November 6, 2024, when the company’s Form 424B3 proxy/prospectus solicited approval for the de-SPAC transaction and discussed historical financials and ARO liabilities.

From March 2025 through November 2025, the company repeatedly filed 10-K and 10-Q reports reaffirming how it accounted for AROs, while increasingly emphasizing the Texas Critical Data Centers buildout.

The narrative intensified in October and November 2025:

• Phase Two engineering was announced.
• Permitting progress was highlighted.
• An investor presentation said regulatory permitting was underway.
• Third-quarter results linked losses to development-stage infrastructure investments.

Then the corrective disclosures arrived.

On December 12, 2025, Fuzzy Panda Research published a report alleging that the company had made no meaningful permit filings for the Texas data-center project despite prior statements to the contrary. The stock fell 6.9%, closing at $3.35.

On December 29, 2025, Hunterbrook Media reported on a New Mexico Attorney General enforcement complaint accusing New Era, Solis, Gray, and affiliated entities of orchestrating a scheme to shift valuable wells away from liability-bearing entities while leaving cleanup obligations behind. NUAI fell another 41%, closing at $2.69.

That second disclosure transformed the case from an AI-permitting credibility dispute into a deeper alleged fraud involving legacy asset transfers and environmental liabilities.

Investor Harm and Market Reaction

The complaint links investor harm to two specific disclosure events:

• December 12, 2025: down 6.9%
• December 29, 2025: down 41%

According to the complaint, the first decline followed reporting that alleged no required permit applications had been filed for the Texas Critical Data Centers project, a critical predicate to the company’s AI growth thesis. The second disclosure concerned allegations about the company’s New Mexico wells, related-party transfers, and cleanup liabilities. According to the complaint, the wells were allegedly transferred through related entities in a manner that left liability-bearing entities with the plugging and remediation burden.

For institutional investors, the red flag is familiar: when a company’s transformation story depends on legacy cash flows, any revelation that those cash flows are themselves tied to unresolved legal exposure can collapse the entire valuation stack.

Litigation and Procedural Posture

This is a putative class action filed as Annonio v. New Era Energy & Digital, Inc., et al., Case No. 7:26-cv-00120, in the Midland/Odessa Division of the Western District of Texas. Defendants include New Era Energy & Digital, Inc., Everett Willard Gray II (CEO; later also CFO), and Michael J. Rugen (former CFO). The complaint asserts Section 10(b), Rule 10b-5, and Section 20(a) control-person liability.

The scienter allegations rely on the defendants’ executive roles, their sign-off authority, repeated SEC filings, and the complaint’s theory that they knew or recklessly disregarded the challenged facts. The pleading also invokes fraud-on-the-market reliance and expressly pleads no safe harbor protection for the challenged statements.

Now the litigation moves into the familiar securities sequence: lead plaintiff appointment, consolidated complaint, and eventually a likely motion to dismiss focused on falsity, scienter, and loss causation.

SEC Filings & Risk Factors

The SEC filings are not background here. They are the architecture of the alleged fraud. The complaint repeatedly points to the Form 424B3 proxy/prospectus, the FY24 10-K, 2025 10-Qs, and Form 8-K investor presentation disclosures.

The core omitted risks allegedly include the true status of environmental and construction permitting for Texas Critical Data Centers, the economic and legal burden of plugging liabilities tied to legacy New Mexico wells, the risk that related-party transfers had impaired the integrity of reported financial results, and the possibility that revenue depended on assets allegedly separated from their remediation obligations.

For de-SPAC and AI infrastructure investors, this section of the complaint reads like a warning about risk-factor boilerplate: generic disclosure around ARO estimation may not protect issuers if the omitted issue is not uncertainty in estimates, but the alleged structure through which liabilities were shifted.

How to Join the New Era Energy (NUAI) Class Action

• Confirm you purchased NUAI shares during the November 6, 2024 to December 29, 2025 class period
• Review eligibility details based on your transaction history
• Click here to check eligibility

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. No specific outcomes are guaranteed.