| Item 1. | |
| (a) | Name of issuer:
New ERA Energy & Digital, Inc. |
| (b) | Address of issuer's principal executive offices:
200 N. Loraine Street, Suite 1324, Midland, Texas, 79701 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by:
(i) Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership ("Opportunity Master");
(ii) Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP"), which serves as the general partner of Opportunity Master;
(iii) Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"), which serves as the investment manager to Opportunity Master; and
(iv) Michael Simanovsky, an individual, who serves as sole managing member of Conversant GP and Conversant Capital.
Opportunity Master, Conversant GP, Conversant Capital, and Mr. Simanovsky are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1), not as members of a group. |
| (b) | Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is 25 Deforest Ave., Summit, NJ 07901. |
| (c) | Citizenship:
Opportunity Master is organized under the laws of the Cayman Islands. Conversant GP and Conversant Capital are organized under the laws of the State of Delaware. Mr. Simanovsky is a citizen of the United States of America. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Item 9 of the attached cover pages. |
| (b) | Percent of class:
See Item 11 of the attached cover pages. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 5 of the attached cover pages.
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| | (ii) Shared power to vote or to direct the vote:
See Item 6 of the attached cover pages.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the attached cover pages.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the attached cover pages.
The percentages used herein are calculated based upon 101,465,286 shares of Common Stock reported to be outstanding on May 12, 2026 in the Form 10-Q filed by the Company with the Securities and Exchange Commission on May 15, 2026.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The information in Item 2 is hereby incorporated by reference. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)