New ERA Energy & Digital, Inc.

Item 1A. Risk Factors.

The risks describExcept as set forth below, there have been no material changes to the risk factors disclosed under the heading Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 cou. You should matericarefully read and consider such risks, together with ally and adverse of the other information in our Annual Report on Form 10-K for the year ended December 31, 2025, in this Quarterly affect our business, fReport on Form 10-Q (including the disclosures in the section titled Managements Discussion and Analysis of Financial cCondition, r and Results of oOperations, cash flows, future prospect and in our condensed consolidated financial statements and related notes), and in the other documents that we file with the SEC.

Our management has identified certain disclosure control deficiencies, and the tradingwhich management believes constitute material weaknesses. Our failure to establish and maintain price of ouroper and effective disclosure common stock. The risks antrols and procedures has caused, and uncertainties describecould continue to cause, material misstatements of our financial statements, and investors may lose confidence in our financial reporting and therein are not the only ones we face. Additional risks and uncertainties that we are unawa trading price of our common stock may decline.

Effective disclosure controls and procedures are necessary to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Any failure of or that we currently deem imto establish and maintain effective disclosure controls and procedures, including due to a failure to remediate the material may alsoweaknesses mentioned become important factors that low or the discovery or occurrence of any additional material weaknesses in the future, could adversely affect our business.

You should cability to preparefully read  financial statements within required time periods and consider such risks, together with all of the other informrecord, process and report financial information accurately, which could result in material misstatements in our financial statements and cause us to fail to meet our reporting obligation in our Annual Report ons.

In connection with the filing of the First Quarter Original Form 10-K forQ, management concluded the year ended Decemberat our disclosure controls and procedures were not effective as of March 31, 2025, in t6 due to a his Quartorical material weakness in interly Renal control over financial report on Fing. Subsequent to the filing of the First Quarter Original Form 10-Q (including, management reevaluated the effectiveness of our disclosures in the se controls and procedures and continued to conclude that our disclosure controls and procedures were not effection titled Managements Discussion and Analysisve as of March 31, 2026 due to the foregoing historical material weakness and an additional material weakness in internal control over financial reporting that was identified relating to a misstatement of Financial Conditstock-based compensation expense and a misstatement in expense classification of professional fees and transaction and Resultcosts.

We are in the process of Operdeveloping and implementing a remediations and in our condensed consolida plan to address the material weaknesses, however, we cannot assure you that any of the measures we implement will effectively mitigate or remedy such deficiencies. As a result, our investors could lose confidence in our reported financial statements and related notes), and in information, the market price of our common stock could decline and we could be subject to sanctions or investigations by the oSEC or other documents that weregulatory authorities.

We have a material weakness in our internal control over file with tnancial reporting, which, if left unremedied, could materially and adversely affect the SEC.

Thermarket price of our stock.

As of the date of this Report, we have been no materinot maintained effective controls over the control environment, including our internal changes from the risk factors previously disclosed under ontrol over financial reporting. We are a small company with few employees in our accounting and finance department. Although we utilize third parties to assist in the performance of certain accounting and tax related functions, we may still lack the ability to have adequate segregation of duties in the financial statement preparation process. In addition, we have not adequately evaluated and tested controls over the heacontrol environment, including Risk Factors inour disclosure controls and our Annuinternal Recontrols over financial report on Form 10-K foring. Since these entity level controls have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. If we are unable to remediate the year ended December 31, 2025.

is material weakness as a newly public company, our financial reporting may not be reliable, and the market price of our stock may be adversely affected.

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