New Era Energy & Digital (NUAI) boosts TCDC funding with equity raise and $290M term loan
Rhea-AI Filing Summary
New Era Energy & Digital, Inc. strengthened its capital structure through a mix of equity and debt financing tied to development of its Texas Critical Data Centers project. The company drew down the entire $20 million Term Loan A-1 under a larger senior secured term loan credit facility with Macquarie.
In connection with this draw, New Era issued Macquarie warrants to purchase 400,208 shares of common stock at an exercise price of approximately $5.00 per share and sold 1,000,520 common shares at about $5.00 per share. A Registration Rights Agreement grants Macquarie resale registration rights for these securities.
Separately, underwriters fully exercised their option to buy an additional 4,477,611 shares in the company’s public offering, contributing to total gross equity proceeds of about $115 million. The initial $20 million term loan funding and an additional $5 million equity investment from Macquarie support key development milestones and repayment of a senior secured convertible note.
Positive
- Substantial new capital raised: Approximately $115 million in gross equity proceeds from the underwritten offering, plus an initial $20 million term loan draw and a $5 million equity investment from Macquarie, materially bolster liquidity to fund project development.
- Alignment with a strategic infrastructure financier: Macquarie’s role as term loan lender, warrant holder, and equity investor strengthens institutional support for the Texas Critical Data Centers project and may enhance financing flexibility.
- Planned deleveraging of convertible debt: The company intends to use public offering proceeds to repay all borrowings under its senior secured convertible promissory note with SharonAI Holdings Inc., simplifying the capital structure and removing associated liens.
Negative
- None.
Insights
New Era secures substantial equity and project debt to fund its flagship data center and streamline its balance sheet.
New Era Energy & Digital has combined a public equity raise, project-level debt, and a strategic investor to finance its Texas Critical Data Centers campus. The underwritten equity offering generated about $115 million in gross proceeds, while an initial $20 million draw under a $290 million senior secured term loan adds dedicated project financing.
Macquarie received 400,208 warrants and purchased 1,000,520 shares at roughly $5 per share, plus an additional $5 million equity investment, aligning a major infrastructure-focused counterparty with the project. The company intends to use offering proceeds to repay a senior secured convertible note, which should simplify its capital structure and remove related liens.
The disclosed funding is expected to cover key milestones such as long-lead equipment procurement and site work for TCDC. Future performance will hinge on successful build-out and commercialization of the campus, as well as the drawdown of the remaining potential $270 million under the term loan credit facility as development progresses.
8-K Event Classification
Key Figures
Key Terms
Registration Rights Agreement regulatory
Section 4(a)(2) of the Securities Act of 1933 regulatory
senior secured term loan credit facility financial
underwriters’ option financial
non-binding letter of intent financial
Emerging growth company regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Equity Issuances and Draw Down
On April 13, 2026, the Company drew down the entire $20 million Term Loan A-1 under that certain Term Loan Agreement, dated April 8, 2026 (the “Term Loan Agreement”), by and between Texas Critical Data Centers LLC, a Delaware limited liability company and a subsidiary of New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and Macquarie Equipment Capital Inc., a Delaware corporation (“Macquarie”), acting as administrative agent and lender (the “Lender”). In connection with the draw down, the Company issued to the Lender warrants to purchase 400,208 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock” and such warrants, the “Warrants”), with an exercise price of approximately $5.00.
The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrants, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On April 13, 2026, the Company also sold 1,000,520 shares of the Company’s Common Stock at a price per share of approximately $5.00 (such shares of common stock and the Warrants, the “Securities” and such issuances, the “Equity Issuances”) to the Lender.
Registration Rights Agreement
In connection with the Equity Issuances, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) on April 13, 2026 with the Lender with respect to the registration of the Lender’s Securities for resale under the Securities Act of 1933, as amended. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into Item 3.02. The Securities were issued to the Lender upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure.
On April 14, 2026, the Company issued a press release announcing the full exercise of the underwriters’ option and the initial funding under the Term Loan Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Item 8.01 Other Events
Exercise of Underwriters’ Option
In connection with the Company’s previously announced underwritten public offering, on April 10, 2026, the underwriters exercised their option to purchase an additional 4,477,611 shares of Common Stock (the “Option Shares”) at the public offering price, less the underwriting discounts and commissions. The closing of the purchase of the Option Shares by the underwriters occurred on April 14, 2026.
1
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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EXHIBIT |
DESCRIPTION | |
| 4.1 | Warrant to Purchase Common Stock, dated April 13, 2026. | |
| 4.2 | Registration Rights Agreement, dated April 13, 2026. | |
| 99.1 | Press Release, dated April 14, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
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.
| NEW ERA ENERGY & DIGITAL, INC. | ||
| Date: April 14, 2026 | ||
| By: | /s/ E. Will Gray II | |
| E. Will Gray II | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
New Era Energy & Digital Secures Funding for Development of its Ector County, Texas Data Center Campus, Including Exercise of Underwriters’ Option
Closing of the full exercise of $15 million underwriters’ option brings New Era a total of $115 million in equity funding pursuant to the previously announced public offering, the initial Macquarie credit facility provides funding of $20 million with potential future availability of an additional $270 million for TCDC development, and an additional $5 million in funding was provided via an equity investment from Macquarie
MIDLAND, Texas – April 14, 2026 – New Era Energy & Digital, Inc. (NASDAQ: NUAI) (“New Era” or the “Company”), a developer and operator of next-generation digital infrastructure and integrated power assets in the Permian Basin, today announced the closing of the underwriters’ option to purchase additional shares of common stock in connection with the Company’s previously announced public offering (the “Equity Offering”), resulting in total gross proceeds of approximately $115 million, together with the initial funding of the $20 million first tranche loan under the previously announced $290 million senior secured term loan credit facility (“Term Loan”) with Macquarie Group’s Commodities and Global Markets business (“Macquarie”), as well as an additional $5 million equity investment from Macquarie at approximately $5 per share.
This balance sheet transformation marks a deliberate step toward execution and a significantly strengthened financial position, with combined equity proceeds and committed project-level financing providing a clear capital pathway to progress the development of the Company’s flagship project, Texas Critical Data Centers LLC (“TCDC”).
The Term Loan is expected to be used to support key commercial and development milestones, including the procurement of key long-lead equipment and ongoing site development. The Company intends to use the proceeds from the public offering to repay all outstanding borrowings under its senior secured convertible promissory note with SharonAI Holdings Inc. and the remainder for general corporate purposes. Upon repayment of the SharonAI note, the Company will eliminate SharonAI’s existing liens and simplify its capital structure, enhancing its ability to execute financing initiatives and advance commercial discussions with key counterparties.
New Era’s financing initiatives are complemented by its previously announced non-binding letter of intent with Stream Data Centers, a leading U.S. data center development and operating platform. Together with Macquarie, a global financial services group, these relationships reflect growing institutional alignment across the Company’s capital stack and development platform.
“This marks a pivotal milestone for New Era,” said E. Will Gray II, Chief Executive Officer of New Era. “With these transformative financings, we have secured the capital required to support TCDC’s development beyond just phase 1, and significantly strengthened our balance sheet. Our credit facility with such a trusted expert in infrastructure like Macquarie provides us with valuable financial flexibility as we invest in multiple phases of TCDC development. We remain fully focused on advancing TCDC toward commercialization and executing on the significant demand we are seeing for next-generation AI infrastructure.”
Joshua Stevens, Managing Director at Macquarie, added “We are pleased to support New Era in the development of their TCDC project. We believe TCDC is strategically positioned for near-term development and power delivery, presenting a compelling opportunity to address the growing demand for high-performance computing infrastructure.”
Northland Capital Markets served as the lead book-running manager for the Equity Offering and capital markets advisor to the Company for the Term Loan. Texas Capital Securities served as book-running manager for the Equity Offering.
About New Era Energy & Digital, Inc.
New Era is a developer and operator of next-generation digital infrastructure and integrated power assets. The Company is developing Texas Critical Data Centers LLC (“TCDC”), a 438 acre large-scale AI and high-performance computing data center campus located in Ector County, outside Odessa, Texas. TCDC is master planned as a multi-phase development, with anticipated capacity scaling to 1+ gigawatt over time. With a growing portfolio of strategically located, vertically integrated resources including powered land and powered shells, the Company delivers turnkey solutions that enable hyperscale, enterprise, and edge operators to accelerate data center deployment, optimize total cost of ownership, and future-proof their infrastructure investments.
For more information, visit: www.newerainfra.ai, and follow New Era Energy & Digital on LinkedIn and X.
For investor inquiries, please contact:
OG Advisory Group
Lincoln Tan
nuai@orangegroupadvisors.com
Forward-Looking Statements
This press release contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this press release relating to the offering and the use of proceeds therefrom. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, the risks contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.