New Era Energy & Digital agrees to ~$64M stock sale
Texas Critical Data Centers Phase 1 has secured up to 207 MW of firm, contracted power under a 20-year power purchase agreement, with delivery expected in Q3 2027.
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Rhea-AI Filing Summary
New Era Energy & Digital, Inc. (NUAI) entered into a private placement expected to generate approximately $64 million in gross proceeds. Closing is expected October 30, 2026, subject to customary closing conditions; the company will issue 23,272,727 common shares at $2.75 per share. Common shares outstanding were 117,291,542 before closing and are expected to be 140,564,269 after closing.
Net proceeds are expected to fund indebtedness repayment, including an aggregate amount of $36 million under the existing term loan agreement with Macquarie Equipment Capital Inc., including the applicable MOIC premium, as well as working capital and other general corporate purposes. Northland Capital Markets will receive a placement-agent fee equal to 6% of gross proceeds and customary expense reimbursements.
New Era agreed to file a resale registration statement within 15 business days after October 28, 2026, and use commercially reasonable efforts to have it declared effective within 45 calendar days after filing, or 90 calendar days in the event of a full SEC review. The statement is to remain effective until the shares are no longer registrable. The company said the raise would support leasing negotiations for 757 MW across Phases 1 and 2 at Texas Critical Data Centers.
Filing Explained
Northland Capital Markets will receive a placement fee of
8-K Event Classification
Key Figures
Key Terms
private investment in public equity financial
Registration Rights Agreement financial
Rule 506(b) regulatory
accredited investor regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
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(Commission File Number) | (I.R.S. Employer Identification Number) |
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area code: (
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(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 (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 | ||
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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.
Securities Purchase Agreements
On October 28, 2026, New Era Energy & Digital, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Investors”) to sell shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), in a private placement for gross proceeds of approximately $64 million (the “Private Placement”). The Company will issue an aggregate of 23,272,727 shares of Common Stock (the “Shares”), at a price of $2.75 per share, to the Investors pursuant to the Purchase Agreements. The Purchase Agreements contain customary representations, warranties, conditions and covenants of the Company and the Investors. Prior to the closing of the Private Placement, the Company had 117,291,542 shares of Common Stock outstanding. Following the closing of the Private Placement, the Company will have 140,564,269 shares of Common Stock outstanding.
The Company expects to use the net proceeds of the Private Placement for (i) the repayment of indebtedness, including the repayment of an aggregate amount of $36 million under the Company’s existing term loan agreement with Macquarie Equipment Capital Inc., including the applicable MOIC premium thereunder, (ii) working capital and (iii) other general corporate purposes. The closing of the Private Placement is expected to occur on October 30, 2026.
Registration Rights Agreement
In connection with the Private Placement, on October 28, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Shares within 15 business days following the date of the Registration Rights Agreement, and to use commercially reasonable efforts to cause such registration statement to be declared effective within 45 calendar days following the filing date (or 90 calendar days in the event of a “full review” by the SEC) and to keep such registration statement continuously effective until the Shares no longer constitute registrable securities.
The foregoing descriptions of the Purchase Agreements and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement and the Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information regarding the Private Placement set forth in Item 1.01 of this Current Report is incorporated herein by reference. The Shares are being offered and sold in reliance upon the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. Each Purchaser represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling the Shares. The Shares were offered without any general solicitation by the Company or its representatives.
Northland Capital Markets acted as placement agent for the Private Placement and will receive a placement agent fee equal to 6% of the gross proceeds raised in the Private Placement, together with customary expense reimbursements.
1
Item 7.01 Regulation FD.
On October 29, 2026, the Company issued a press release announcing the Private Placement. 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 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Statements
This Current Report on Form 8-K contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this Current Report on Form 8-K, 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 Current Report on Form 8-K relating to the use of the net proceeds of the Private Placement and the filing and effectiveness of the resale registration statement. 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 could cause actual results to differ materially from those in the forward-looking statements. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement, dated October 28, 2026, by and among the Company and the Investors named therein. | |
| 10.2 | Registration Rights Agreement, dated October 28, 2026, by and among the Company and the Investors named therein. | |
| 99.1 | Press Release, dated October 29, 2026. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 29, 2026
| NEW ERA ENERGY & DIGITAL, INC. | ||
| By: | /s/ Charles Nelson | |
| Name: | Charles Nelson | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
New Era Energy & Digital Announces $64 Million Private Placement of Common Stock
MIDLAND, Texas, October 29, 2026 (GLOBE NEWSWIRE) -- New Era Energy & Digital, Inc. (Nasdaq: NUAI) (“New Era” or the “Company”), a developer of next-generation digital infrastructure and integrated power assets, today announced it has entered into a securities purchase agreement for a private investment in public equity financing (the “PIPE”) that is expected to result in gross proceeds of approximately $64 million. The PIPE is expected to close on October 30, 2026, subject to the satisfaction of customary closing conditions.
Pursuant to the terms of the securities purchase agreement, at the closing of the PIPE, New Era will issue an aggregate of 23,272,727 shares of common stock at a price of $2.75 per share.
“We executed this capital raise in order to strengthen our financial position in a challenging market and meet our near-term financing needs, allowing us to advance leasing negotiations for 757 MW across Phases 1 and 2 at Texas Critical Data Centers (“TCDC”),” said Charlie Nelson, Chairman and Chief Executive Officer of New Era.
“We have key permits in hand, Phase 1 power secured and fully funded, and a highly experienced in-house development and operations team executing on key priorities. Following closing, we will have a strong net cash position, alongside the existing up to $200 million post-lease financing option under our Macquarie facility. Our near-term priority is to turn these advantages into long-term leases and enduring shareholder value.”
TCDC Phase 1 has secured up to 207 MW of firm, contracted power under a 20-year power purchase agreement, with delivery expected in Q3 2027.
The Company intends to use the net proceeds from the PIPE for repayment of the recent borrowings under the Macquarie facility, working capital and other general corporate purposes. Northland Capital Markets acted as the sole placement agent for the PIPE. Vinson & Elkins LLP served as legal counsel to the Company and Faegre Drinker Biddle & Reath LLP served as counsel to the placement agent. A.G.P./Alliance Global Partners acted as financial advisor for the PIPE.
The securities being issued and sold in the PIPE have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, these securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. Concurrently with the execution of the securities purchase agreement, New Era and the investors named therein entered into a registration rights agreement pursuant to which New Era has agreed to file a registration statement with the U.S. Securities and Exchange Commission (“SEC”) registering the resale of the shares of common stock.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About New Era Energy & Digital, Inc.
New Era Energy & Digital is developing large-scale data centers across energy-rich U.S. markets to support AI training and inference workloads. New Era’s flagship project, Texas Critical Data Centers, is a 493-acre site located in the Permian Basin, with anticipated capacity scaling to 1.4 GW over time. New Era’s strategy is to combine large-acreage sites with flexible power solutions, including behind-the-meter power. New Era’s approach is a modular, phased data center deployment model, utilizing best-in-class water efficiency and self-generated power to minimize community impact and accelerate time-to-power for hyperscale, enterprise and edge operators.
For more information, visit: www.newerainfra.ai and follow New Era Energy & Digital on LinkedIn and X.
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 our business strategy, our future operating results and liquidity and capital resources outlook. 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: our ability to construct, develop, lease and maintain our flagship project; our ability to realize the anticipated benefits of the power purchase agreement; our ability to access adequate project financing, commercial borrowings and debt and equity capital markets to fund our significant anticipated capital expenditures; the ability to obtain and maintain credit support to secure contractual obligations on commercially reasonable terms or at all; the impact of supply chain disruptions, labor availability, raw materials and input commodity costs and availability, and manufacturing and transportation; general business and economic conditions, in particular with respect to our industry; environmental history, remediation, and associated risks; our ability to obtain and renew leases with our tenants on terms favorable to us, and manage our growth, business, financial results and results of operations; our ability to respond to price fluctuations and rapidly changing technology; the impact of tariffs and global trade disruptions on us and our tenants; changes in political conditions, geopolitical turmoil, political instability, civil disturbances, and restrictive governmental actions; the degree and nature of our competition; our failure to generate sufficient cash flows to service indebtedness; our expectations regarding the anticipated timeline of our cash, cash equivalents and short-term investments, future financial performance and our ability to continue as a going concern; material negative changes in the creditworthiness and the ability of our tenants to meet their contractual obligations; increases and volatility in interest rates; increased power, labor, equipment procurement, shipping, refurbishment or construction costs; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; our inability to obtain and/or maintain necessary government or other required consents or permits; changes in, or the failure or inability to comply with, local, state, federal and applicable international laws and regulations, including related to taxation, real estate and zoning laws, and increases in real property tax rates; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us; our ability to maintain an effective system of disclosure controls and procedures and internal control over financial reporting and operations; and other factors (including the risks contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in our Form 10-Q for the quarterly period ended June 30, 2026). 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.
For investor inquiries, please contact:
OG Advisory Group
Lincoln Tan
nuai@orangegroupadvisors.com