AI Era Corp. (AERA) signs Craft Capital deal for potential NYSE American direct listing

Rhea-AI Filing Summary

AI Era Corp. entered into a Financial Advisory Agreement with Craft Capital Management LLC to act as its exclusive U.S. financial advisor for a proposed direct listing of the Company’s equity securities on the NYSE American or another national exchange. As compensation, AI Era Corp. will pay Craft Capital a non-refundable cash fee of $570,000, including $35,000 previously paid under a prior underwriting engagement, issue approximately $300,000 in common shares based on the eventual direct listing price, and reimburse up to $150,000 of reasonable documented expenses. The new agreement includes exclusivity for U.S. listing services, a right of first refusal on certain future financings, and standard indemnification and confidentiality provisions, and it automatically terminates the earlier underwriting engagement letter. Craft Capital’s obligation to provide material listing services and earn the success fee depends on AI Era Corp. delivering a commencement notice confirming that the going concern qualification in its auditor’s report has been resolved to NYSE American’s satisfaction and that the Company is ready to begin the direct listing application process.

Insights

Capital markets and corporate finance analyst

AI Era Corp. hires an advisor and commits fees toward a potential direct listing, contingent on resolving going concern issues.

AI Era Corp. has engaged Craft Capital Management LLC as exclusive U.S. financial advisor for a planned direct listing on the NYSE American or another national exchange. Compensation combines a $570,000 non-refundable cash fee, approximately $300,000 in common shares at the listing price, and expense reimbursement up to $150,000.

The structure blends cash and equity, aligning the advisor with listing outcomes while adding near-term cash outflows. The agreement replaces a prior underwriting engagement and grants Craft Capital a right of first refusal on certain future financings. Importantly, Craft’s material listing services and success fee depend on AI Era resolving the auditor’s going concern qualification to NYSE American’s satisfaction and being ready to start the listing application, so actual progress toward a listing will hinge on meeting those conditions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Non-refundable advisory cash fee: $570,000 Previously paid fee portion: $35,000 Advisor share compensation: $300,000 worth of common shares +2 more

5 metrics

Non-refundable advisory cash fee $570,000 Cash fee payable to Craft Capital under Financial Advisory Agreement

Previously paid fee portion $35,000 Part of the $570,000 fee already paid under prior underwriting letter

Advisor share compensation $300,000 worth of common shares Advisor Shares based on direct listing price, issuable ~30 days before Listing Date

Expense reimbursement cap $150,000 Cap on reasonable documented out-of-pocket expenses reimbursable to Craft Capital

Commencement condition Going concern qualification resolved Must be resolved to NYSE American’s satisfaction before material listing services commence

Key Terms

Financial Advisory Agreement, direct listing, going concern qualification, right of first refusal, +1 more

5 terms

Financial Advisory Agreement financial

"entered into a Financial Advisory Agreement (the “Advisory Agreement”) with Craft Capital"

direct listing financial

"in connection with the proposed direct listing of the Company’s equity securities on the NYSE American Exchange"

A direct listing is a way for a company to become publicly available for trading without issuing new shares or raising additional money beforehand. Instead, existing shares are simply made available for purchase on the stock market, allowing current investors and employees to sell their holdings. This process can offer a simpler and faster way for a company to go public, giving investors quicker access to buy and sell shares.

going concern qualification financial

"the going concern qualification in the Company’s auditor’s report has been resolved to the satisfaction of the NYSE American"

An auditor's warning in a company’s financial report that there is serious doubt the business can keep operating for the foreseeable future (usually the next 12 months). It matters to investors because it flags a higher risk of bankruptcy, asset losses or major restructuring—similar to a mechanic saying a car may not make it through the season—so shareholders and lenders may reassess value, lending terms or whether to stay invested.

right of first refusal financial

"a right of first refusal for certain future financings, indemnification, confidentiality, and termination"

A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.

emerging growth company regulatory

"Emerging growth company [ ]"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 18, 2026

AI Era Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-55979	37-1740351
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

144 Main Street, Mt. Kisco, NY	10549
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (917) 336-2398

______________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      [ ]

1

Item 1.01 Entry into a Material Definitive Agreement.

On April 18, 2026, AI Era Corp. (the “Company”) entered into a Financial Advisory Agreement (the “Advisory Agreement”) with Craft Capital Management LLC (“Craft Capital”). Pursuant to the Advisory Agreement, Craft Capital has been engaged as the exclusive U.S. financial advisor to the Company in connection with the proposed direct listing of the Company’s equity securities on the NYSE American Exchange (or another national securities exchange) (the “Listing Services”) and to provide general financial advisory services at the request of the Company.

As consideration for the services, the Company agreed to pay Craft Capital a non-refundable cash fee of $570,000 (of which $35,000 was previously paid under the prior Underwriting Engagement Letter dated January 15, 2026), issue approximately $300,000 worth of common shares of the Company (the “Advisor Shares”) based on the direct listing price per share (issuable approximately 30 days prior to the Listing Date), and reimburse Craft Capital for reasonable, documented out-of-pocket expenses up to $150,000. The Advisory Agreement contains customary provisions regarding exclusivity for U.S. Listing Services, a right of first refusal for certain future financings, indemnification, confidentiality, and termination.

The Advisory Agreement automatically terminated the Company’s prior Underwriting Engagement Letter with Craft Capital dated January 15, 2026. The obligation of Craft Capital to provide material Listing Services and the payment of the success fee are subject to the Company delivering a written Commencement Notice confirming that (i) the going concern qualification in the Company’s auditor’s report has been resolved to the satisfaction of the NYSE American (in its discretion) and (ii) the Company is ready to initiate the NYSE American direct listing application process.

The foregoing description of the Advisory Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Financial Advisory Agreement, dated April 18, 2026, by and between AI Era Corp. and Craft Capital Management LLC
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AI Era Corp.

By: /s/ Ahmad Moradi
Ahmad Moradi
Chief Executive Officer

Date: April 20, 2026

4

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB
• EX-10 FINANCIAL ADVISORY AGREEMENT, DATED APRIL 18, 2026, BY AND BETWEEN AI ERA CORP. 77.3 KB