New Era Energy & Digital restructures Texas land, issues stock

New Era Energy & Digital, Inc. amended two Special Warranty Deeds for Texas properties held by its subsidiary, Texas Critical Data Centers LLC, eliminating certain repurchase rights previously held by Grow Odessa.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. amended two Special Warranty Deeds for Texas properties held by its subsidiary, Texas Critical Data Centers LLC, eliminating certain repurchase rights previously held by Grow Odessa. In return, the subsidiary agreed to pay Grow Odessa $4,347,500, consisting of a $3,347,500 Promissory Note and $1,000,000 in cash. The company also issued 2,091,351 shares of common stock to SharonAI, Inc. under a Membership Interest Purchase Agreement, relying on a private offering exemption from registration.

Insights

NUAI restructures Texas land rights with cash/note and issues stock for SharonAI deal.

New Era Energy & Digital removed certain Grow Odessa repurchase rights tied to its Texas data center properties. In exchange, its Texas Critical Data Centers LLC subsidiary agreed to pay $4,347,500, split between a $3,347,500 Promissory Note and $1,000,000 in cash. This shifts value toward more secure long-term control of the land while adding a debt-like obligation.

The company also issued 2,091,351 common shares to SharonAI, Inc. as part of the purchase price under a Membership Interest Purchase Agreement dated January 16, 2026, using a Section 4(a)(2) private placement exemption. This increases the share count but avoids immediate cash outflow, aligning consideration with equity. Overall effects on leverage and dilution depend on the company’s existing capital base, which is not detailed in this excerpt.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Payment to Grow Odessa: $4,347,500 Promissory Note amount: $3,347,500 Cash portion to Grow Odessa: $1,000,000 +3 more

6 metrics

Payment to Grow Odessa $4,347,500 Aggregate consideration for deed amendments eliminating repurchase rights

Promissory Note amount $3,347,500 Portion of consideration due to Grow Odessa under deed amendments

Cash portion to Grow Odessa $1,000,000 Cash component of aggregate payment for deed amendments

Shares issued to SharonAI 2,091,351 shares Common stock issued under Membership Interest Purchase Agreement

Securities Act exemption Section 4(a)(2) Exemption relied on for unregistered share issuance to SharonAI

Promissory Note date March 25, 2026 Date of Promissory Note related to deed amendments

Key Terms

Material Definitive Agreement, Special Warranty Deed, Promissory Note, Unregistered Sales of Equity Securities, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Special Warranty Deed financial

"an amendment to that certain Special Warranty Deed recorded as Document No."

Promissory Note financial

"pay Grow Odessa an aggregate amount equal to $4,347,500, of which $3,347,500 is payable in the form of a promissory note"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

Membership Interest Purchase Agreement financial

"pursuant to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”)"

A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"issued to SharonAI upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did NUAI enter into with Grow Odessa on March 25, 2026?

New Era Energy & Digital’s subsidiary amended two Special Warranty Deeds with Grow Odessa, eliminating certain repurchase rights. In return, the subsidiary agreed to pay an aggregate $4,347,500 through a cash payment and a Promissory Note tied to the Texas properties.

How much is NUAI paying Grow Odessa under the deed amendments?

Texas Critical Data Centers LLC will pay Grow Odessa $4,347,500 in total. This includes a $3,347,500 Promissory Note and $1,000,000 in cash, in connection with removing certain Grow Odessa repurchase rights on the Texas properties covered by the Special Warranty Deeds.

What unregistered equity did NUAI issue to SharonAI, Inc.?

New Era Energy & Digital issued 2,091,351 shares of common stock to SharonAI, Inc. These shares were part of the aggregate purchase price under a Membership Interest Purchase Agreement and were issued under a Section 4(a)(2) private offering exemption from registration.

What is the purpose of NUAI’s Membership Interest Purchase Agreement with SharonAI?

The Membership Interest Purchase Agreement between New Era Energy & Digital and SharonAI, Inc. provides for SharonAI receiving company common stock as part of the purchase price. On March 31, 2026, NUAI delivered 2,091,351 shares under this agreement, using an unregistered private placement exemption.

How is NUAI funding the payments to Grow Odessa for the Texas properties?

Texas Critical Data Centers LLC will pay Grow Odessa using a mix of debt and cash. The subsidiary issued a $3,347,500 Promissory Note and agreed to pay $1,000,000 in cash, in connection with amendments to two Special Warranty Deeds for its Texas properties.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/31/2026 - 04:15 PM

UNITED STATES
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): March 25, 2026

NEW ERA ENERGY & DIGITAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-42433

99-3749880

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

200 N. Loraine Street, Suite 1324

Midland, TX 79701

(Address of principal executive office and Zip Code)

(432) 695-6997

(Registrant’s telephone number, including area code)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	NUAI	The Nasdaq Stock Market LLC
Warrants	NUAIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Special Warranty Deeds

On March 25, 2026, Texas Critical Data Centers LLC (“TCDC”), a wholly owned subsidiary of New Era Energy & Digital, Inc. (the “Company”), and Odessa Industrial Development Corporation, d/b/a Grow Odessa (“Grow Odessa”), entered into (i) an amendment to that certain Special Warranty Deed recorded as Document No. 2025-00014469 in the Official Public Records of Ector County, Texas and (ii) an amendment to that certain Special Warranty Deed recorded as Document No. 2025-00024528 in the Official Public Records of Ector County, Texas (collectively, the “Deed Amendments”), providing for, among other things, the elimination of certain rights of Grow Odessa to repurchase the property described in the Special Warranty Deeds from TCDC. In connection with the Deed Amendments, TCDC agreed to pay Grow Odessa an aggregate amount equal to $4,347,500, of which $3,347,500 is payable in the form of a promissory note (the “Promissory Note”) and $1,000,000 is payable in cash.

The foregoing description of the Deed Amendments and the Promissory Note does not purport to be complete and is qualified in its entirety by reference to the Deed Amendments and the Promissory Note, copies of which are filed herewith as Exhibit 4.1, 10.1 and 10.2 and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

On March 31, 2026, pursuant to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated January 16, 2026, by and between the Company and SharonAI, Inc. (“SharonAI”), the Company issued 2,091,351 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to SharonAI as part of the aggregate purchase price under the Purchase Agreement. The shares of Common Stock were issued to SharonAI upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Promissory Note, dated March 25, 2026.
10.1		Amendment to Special Warranty Deed (235 Acres), dated March 25, 2026, by and between Texas Critical Data Centers LLC and Odessa Industrial Development Corporation d/b/a Grow Odessa.
10.2		Amendment to Special Warranty Deed (205 Acres), dated March 25, 2026, by and between Texas Critical Data Centers LLC and Odessa Industrial Development Corporation d/b/a Grow Odessa.
EX-104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

		NEW ERA ENERGY & DIGITAL, INC.

Date: March 31, 2026

	By:	/s/ E. Will Gray II
		E. Will Gray II
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

New Era Energy & Digital restructures Texas land, issues stock

Rhea-AI Filing Summary

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