[8-K] AI Era Corp. Reports Material Event

Rhea-AI Filing Summary

AI Era Corp. entered into a new equity purchase agreement with Monroe Street Capital Partners, giving the company the right, but not the obligation, to sell up to $30,000,000 of common stock over a defined commitment period.

Sales occur through "Puts" that the company can initiate, each generally between $25,000 and the lesser of $500,000 or 200% of recent average trading value, at a discount to market VWAP. As consideration, AI Era will issue 100,000 commitment shares, partly upfront and partly as it draws funds. The investor’s ownership is capped at a 4.99% beneficial ownership limitation, and AI Era agrees to certain covenants restricting competing equity lines and variable-rate deals. A separate registration rights agreement requires AI Era to register the resale of the commitment and put shares and to keep that registration effective while the facility is available.

Insights

Capital markets analyst

AI Era secures a flexible $30M equity line that may later dilute shareholders.

AI Era Corp. has arranged an equity purchase facility of up to $30,000,000, allowing it to issue common stock to Monroe Street Capital Partners over a commitment period. Pricing is set at a discount to VWAP, which typically makes the structure attractive to the investor.

The company will issue 100,000 commitment shares and may trigger additional Puts between $25,000 and $500,000 each, constrained by recent trading value. A 4.99% beneficial ownership cap and prohibitions on competing equity lines shape how much stock can be placed at any time.

The registration rights agreement requires filing a resale registration statement within 30 days of February 21, 2026 and obtaining effectiveness within 90 days of filing. Subsequent company disclosures can clarify actual usage of the facility and resulting share issuance as the 24‑month period progresses.

false 0001605331 0001605331 2026-02-21 2026-02-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): February 21, 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 February 21, 2026, AI Era Corp. (the “Company”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Monroe Street Capital Partners, LP (the “Investor”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor up to Thirty Million Dollars ($30,000,000.00) (the “Maximum Commitment Amount”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from time to time during the Commitment Period (as defined below), subject to the terms, conditions, limitations, and procedures set forth in the Purchase Agreement.

Under the Purchase Agreement, the Company may, at its discretion and subject to satisfaction of specified conditions (including the effectiveness of a registration statement covering the resale of the shares issuable thereunder), deliver a Put Notice to the Investor specifying the number of shares of Common Stock (the “Put Shares”) to be purchased by the Investor. Each Put is subject to a minimum of $25,000 (calculated using the Initial Purchase Price) and a maximum of the lesser of $500,000 (calculated using the Initial Purchase Price) or 200% of the Average Daily Trading Value during the seven Trading Days immediately preceding the Put Date. The Purchase Price per share for each Put is the lesser of (i) 85% of the VWAP on the Trading Day immediately preceding the Put Date (or 95% if the Principal Market is any tier of Nasdaq or NYSE on the Put Date) or (ii) 85% of the lowest VWAP during the Valuation Period (or 95% if the Principal Market is any tier of Nasdaq or NYSE during the entire Valuation Period), subject to adjustments. The Investor is required to purchase the Put Shares, with payment of the Investment Amount (Purchase Price minus Clearing Costs) due on specified weekly Payment Dates.

As consideration for entering into the Purchase Agreement, the Company agreed to issue 100,000 shares of Common Stock (the “Commitment Shares”) to the Investor, with 25,000 shares issued upon execution and the remaining 75,000 shares issued in tranches upon the Company drawing aggregate amounts of $2,500,000, $5,000,000, and $7,500,000 under the facility. The Investor is entitled to certain protections, including a beneficial ownership limitation of 4.99% (subject to adjustment in certain circumstances), and the Company is subject to customary covenants, including prohibitions on entering into competing equity lines of credit or variable rate transactions without the Investor’s consent during specified periods.

The Purchase Agreement contains customary representations, warranties, covenants, indemnification obligations, and termination provisions. The Commitment Period commences on February 21, 2026, and ends on the earlier of (i) the full draw of the Maximum Commitment Amount, (ii) 24 months from the date thereof, (iii) termination by the Company (subject to limitations, including no termination during a Valuation Period or while the Investor holds Put Shares), (iv) certain registration-related events, or (v) bankruptcy or similar events. The provisions addressing indemnification, governing law, arbitration, and certain other matters survive termination.

Concurrently with the Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the Securities and Exchange Commission (the “SEC”) an initial registration statement (the “Registration Statement”) covering the resale by the Investor of the Commitment Shares and any Put Shares issued or issuable under the Purchase Agreement (collectively, the “Registrable Securities”). The Company must use commercially reasonable efforts to file the initial Registration Statement within 30 calendar days after February 21, 2026, and to cause it to be declared effective by the SEC within 90 calendar days after filing (or earlier if possible). The Company must maintain the effectiveness of the Registration Statement (including through post-effective amendments or new registration statements as necessary) throughout the Registration Period, which continues until the Investor has sold all Registrable Securities and the Maximum Commitment Amount has been fully drawn. The Registration Rights Agreement includes customary provisions regarding prospectus supplements, blue sky qualifications, review and comment rights, indemnification, suspension rights, and remedies for delays or failures in effectiveness or maintenance of effectiveness.

2

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The securities to be issued under the Purchase Agreement and related agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Commitment Shares and any Put Shares will be issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Equity Purchase Agreement, dated February 21, 2026, by and between AI Era Corp. and Monroe Street Capital Partners, LP.
10.2	Registration Rights Agreement, dated February 21, 2026, by and between AI Era Corp. and Monroe Street Capital Partners, LP.
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.

/s/ Chiyuan Deng

Chiyuan Deng

Chief Executive Officer and Chief Financial Officer

Date: February 24, 2026

4

FAQ

What did AI Era Corp (AERA) announce in its latest 8-K filing?

AI Era Corp entered an Equity Purchase Agreement allowing it to sell up to $30,000,000 of common stock to Monroe Street Capital Partners over a defined commitment period. The company also signed a Registration Rights Agreement to register resale of these shares.

How large is AI Era Corp’s new equity facility with Monroe Street Capital Partners?

The Equity Purchase Agreement gives AI Era Corp the right to sell up to $30,000,000 of common stock to Monroe Street Capital Partners. The company can draw this amount in multiple "Puts" within agreed size limits during the commitment period.

What are the key pricing terms for AI Era Corp (AERA) stock sold under the equity line?

Each Put is priced at the lesser of 85% of VWAP on the day before the Put Date or 85% of the lowest VWAP in the valuation period, or 95% under certain Nasdaq or NYSE listing conditions, providing a discount to market prices.

What commitment shares will AI Era Corp issue in connection with the equity facility?

AI Era Corp will issue 100,000 commitment shares of common stock to Monroe Street Capital Partners. 25,000 shares are issued at signing, with additional tranches tied to cumulative draws of $2.5M, $5M, and $7.5M under the facility.

How long does AI Era Corp’s $30M equity purchase commitment last?

The commitment period starts on February 21, 2026, and ends on the earliest of fully drawing the $30,000,000 maximum amount, 24 months from that date, certain registration-related events, specified termination by AI Era, or bankruptcy-type events.

What registration obligations does AI Era Corp (AERA) have for the equity line shares?

Under the Registration Rights Agreement, AI Era must file a resale registration statement for the commitment and put shares within 30 days of February 21, 2026, seek effectiveness within 90 days after filing, and maintain effectiveness until all registrable securities are sold.

What ownership limits apply to Monroe Street Capital Partners under AI Era’s equity facility?

The investor is subject to a 4.99% beneficial ownership limitation, which restricts its post-transaction ownership of AI Era common stock. This cap, adjustable in certain circumstances, limits how much stock can be acquired through Puts at any given time.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-10 EQUITY PURCHASE AGREEMENT, DATED FEBRUARY 21, 2026, BY AND BETWEEN AI ERA CORP. 149.9 KB
• EX-10 REGISTRATION RIGHTS AGREEMENT, DATED FEBRUARY 21, 2026, BY AND BETWEEN AI ERA CO 87.4 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB