Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Review.
On July 24, 2026, the Audit Committee (the "Audit Committee") of the Board of Directors (the "Board") of New Era Energy & Digital, Inc., a Nevada corporation (the "Company"), determined, after consultation with management and Weaver and Tidwell, L.L.P., the Company’s independent registered public accounting firm, that the previously issued unaudited condensed consolidated financial statements filed in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (the "Affected Period"), initially filed with the Securities and Exchange Commission (the "SEC") on May 15, 2026 (the "Original Form 10-Q"), require restatement and should no longer be relied upon. The restated unaudited condensed consolidated financial statements will be included in an Amendment No. 1 on Form 10-Q/A for the quarter ended March 31, 2026 (the "Form 10-Q/A"), which will be filed as promptly as practicable following this Current Report on Form 8-K (this "Report").
During the preparation of the Company’s financial statements for the quarterly period ended June 30, 2026, management identified certain errors in the classification of certain professional fees related to the Company’s acquisition and financing transactions (such errors, the "Expense Classification Errors"), as well as errors in the Company’s accounting under ASC Topic 718, Compensation—Stock Compensation ("ASC 718"), for performance stock units ("PSUs") granted to certain executive officers during the three months ended March 31, 2026 (such error, the "Stock-Based Compensation Errors"). The estimated financial impacts are preliminary and subject to change as the Company completes its restatement procedures.
| ● | Expense Classification Errors: The Company recorded approximately $1.4 million of legal and professional fees as general and administrative expense for the three months ended March 31, 2026, that were direct and incremental costs of specific debt and equity transactions and should have been deferred. These costs primarily related to debt issuance costs, which are presented as a direct deduction from the carrying amount of the related debt or, for debt not yet issued, deferred within other current assets, and equity issuance costs, which are charged against the gross proceeds of completed issuances or, for offerings not yet completed, deferred within other current assets. The Company’s analysis is ongoing, and these amounts remain preliminary as management completes its full assessment of the Expense Classification Errors. |
| ● | Stock-Based Compensation Errors: The Company identified non-cash errors in its accounting for the PSU awards, including with respect to the determination of the grant-date fair value of the awards and the method of attributing compensation cost over the awards’ vesting terms. The grant-date fair value of the PSU awards granted during the three months ended March 31, 2026, as originally determined of $23.5 million, was inappropriately calculated and understated. Management is continuing to evaluate the accounting for the PSU awards under ASC 718, which assessment determines the timing and amount of compensation cost required to be recognized. The Company’s analysis is ongoing, and the Company is unable at this time to quantify the effect of the Stock-Based Compensation Errors on the Affected Period; the effect may be material to the Original Form 10-Q. |