Dilution profile // every instrument, one screen, from SEC filings

New ERA Energy & Digital, Inc. (NUAIW)

CIK 2028336 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$77.4M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
HIGH+626% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
HIGH~2.3 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2025-03-242026-05-12

Latest: 101.3M shares as of May 12, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

TrancheWarrantsExercise priceTermNotes
Second Tranche Warrant10.7M$2
Public Warrants5.8M$11.5
Investor Warrants5.7M$2
First Tranche Warrant5.5M$2
Private Warrants230,750not tagged
Warrantnot tagged$2

Tranches exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Senior Secured Convertible Promissory Note$50.0M$50.0Mnot tagged
First Pre Paid Advance Note$7.0M$10~700,000 sh
Second Pre Paid Advance Note$3.0M$10~300,000 sh

If every note above converted at its tagged price: ~1.0M new shares on 101.3M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding101.3MMay 12, 2026
+ Second Tranche Warrant (if exercised)10.7MMar 31, 2026
+ Public Warrants (if exercised)5.8MMar 31, 2026
+ Investor Warrants (if exercised)5.7MMar 31, 2026
+ First Tranche Warrant (if exercised)5.5MMar 31, 2026
+ Private Warrants (if exercised)230,750Dec 31, 2025
+ First Pre Paid Advance Note (if fully converted)700,000Mar 31, 2026
+ Second Pre Paid Advance Note (if fully converted)300,000Mar 31, 2026
Fully diluted estimate130.1M+28.5% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $77.4Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3May 8, 2026$11.5M registeredfiling →
S-3Apr 10, 2026$12.1M registeredfiling →
S-3Feb 4, 2026$53.8M registeredfiling →

Last 12 months: 9 executed · 8 registered.

UPDATEMay 22, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEMay 21, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 18, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDMay 8, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
UPDATEApr 23, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEApr 21, 2026SEC declared a registration effective — selling can beginEFFECT
EXECUTEDApr 14, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 10, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDApr 10, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDApr 10, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDApr 8, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 8, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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