New Era Energy holders back excess share issuance

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. held a 2026 Special Meeting of Stockholders where holders approved issuing additional common shares under a Membership Interest Purchase Agreement with SharonAI, Inc. to exceed a defined Share Cap for Nasdaq Stock Market Rules 5635(a) and 5635(b) purposes.

Proposal One, the Excess Share Issuance Proposal, passed with 23,171,142 votes for, 492,261 against and 132,249 abstentions. Proposal Two, allowing potential adjournment of the meeting to solicit more proxies if needed, also passed with 22,967,722 votes for, 693,535 against and 134,395 abstentions. A total of 23,795,652 shares were represented, or 42.06% of 56,575,187 shares outstanding as of the record date.

Insights

Equity & Governance Analyst

Shareholders approved issuing extra NUAI shares for a SharonAI deal.

Stockholders of New Era Energy & Digital approved issuing additional common shares above a pre-set Share Cap tied to a Membership Interest Purchase Agreement with SharonAI, Inc. This clears a key Nasdaq Rule 5635(a) and 5635(b) requirement for the transaction’s equity component.

The approval margin was wide: 23.17 million votes for versus 0.49 million against, with modest abstentions. Turnout was 42.06% of 56.58 million shares outstanding as of the record date, indicating a meaningful but not overwhelming participation level in the decision.

The adjournment authority proposal also passed comfortably, though it was ultimately not needed because the main issuance proposal succeeded at the Special Meeting. Future company filings may detail how many shares are ultimately issued and the resulting ownership changes under the SharonAI agreement.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 56,575,187 shares Shares represented at meeting: 23,795,652 shares Participation rate: 42.06% +4 more

7 metrics

Shares outstanding 56,575,187 shares Common stock outstanding and entitled to vote as of March 3, 2026 record date

Shares represented at meeting 23,795,652 shares Common stock present or represented by proxy at the Special Meeting

Participation rate 42.06% Portion of outstanding common stock represented at the Special Meeting

Proposal One votes for 23,171,142 votes Excess Share Issuance Proposal approval votes

Proposal One votes against 492,261 votes Excess Share Issuance Proposal opposition votes

Proposal Two votes for 22,967,722 votes Adjournment proposal approval votes

Proposal Two votes against 693,535 votes Adjournment proposal opposition votes

Key Terms

Special Meeting of Stockholders, Membership Interest Purchase Agreement, Share Cap, Nasdaq Stock Market Rules 5635(a) and 5635(b), +1 more

5 terms

Special Meeting of Stockholders financial

"The New Era Energy & Digital, Inc. (the “Company”) 2026 Special Meeting of Stockholders (the “Special Meeting”) was held"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

Membership Interest Purchase Agreement financial

"pursuant to that certain Membership Interest Purchase Agreement, dated January 16, 2026, by and between the Company and SharonAI, Inc."

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.

Share Cap financial

"To approve the issuance of shares of the Company’s Common Stock in excess of the Share Cap (as defined in the Proxy Statement)"

Nasdaq Stock Market Rules 5635(a) and 5635(b) regulatory

"for purposes of Nasdaq Stock Market Rules 5635(a) and 5635(b) (the “Excess Share Issuance Proposal”)."

Broker Non-Votes financial

"For | | Against | | Abstain | | Broker Non-Votes 23,171,142 | | 492,261 | | 132,249 | | 0"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

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

What did NUAI stockholders approve at the April 2026 Special Meeting?

NUAI stockholders approved issuing additional common shares tied to a SharonAI agreement. They backed a proposal to issue shares above a defined Share Cap under a Membership Interest Purchase Agreement with SharonAI, Inc., satisfying Nasdaq Rules 5635(a) and 5635(b) requirements for this equity issuance.

How many NUAI shares were represented at the 2026 Special Meeting?

A total of 23,795,652 NUAI common shares were represented at the meeting. Those shares accounted for 42.06% of the 56,575,187 common shares outstanding and entitled to vote as of the March 3, 2026 record date, forming the voting base.

What were the voting results for NUAI’s Excess Share Issuance Proposal?

The Excess Share Issuance Proposal received strong approval from NUAI stockholders. It drew 23,171,142 votes for, 492,261 against and 132,249 abstentions, with no broker non-votes reported, authorizing issuance of additional common shares above the Share Cap under the SharonAI agreement.

What is NUAI’s Membership Interest Purchase Agreement with SharonAI, Inc.?

The Membership Interest Purchase Agreement is a transaction between NUAI and SharonAI, Inc. It involves issuing NUAI common shares, potentially above a Share Cap, and required stockholder approval under Nasdaq Rules 5635(a) and 5635(b) to proceed with the excess share issuance portion.

Did NUAI stockholders approve the adjournment proposal at the Special Meeting?

Yes, NUAI stockholders approved the adjournment proposal. Proposal Two, allowing the company to adjourn the Special Meeting to obtain a quorum or solicit additional proxies for the share issuance proposal, passed with 22,967,722 votes for, 693,535 against and 134,395 abstentions.

What percentage of NUAI’s outstanding shares participated in the vote?

Shares representing 42.06% of NUAI’s outstanding common stock participated. Specifically, 23,795,652 shares were present in person or by proxy out of 56,575,187 common shares outstanding and entitled to vote as of the March 3, 2026 record date.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/16/2026 - 04:02 PM Learn about SEC filing dates

false 0002028336 0002028336 2026-04-16 2026-04-16 0002028336 us-gaap:CommonStockMember 2026-04-16 2026-04-16 0002028336 NUAI:WarrantsMember 2026-04-16 2026-04-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): April 16, 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 5.07 Unregistered Sales of Equity Securities.

The New Era Energy & Digital, Inc. (the “Company”) 2026 Special Meeting of Stockholders (the “Special Meeting”) was held on April 16, 2026, at 10:00 a.m. Eastern Time. A total of 23,795,652 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), were present in person or represented by proxy at the Special Meeting, representing 42.06% of the Company’s 56,575,187 shares of Common Stock outstanding and entitled to vote as of the March 3, 2026 record date. The proposals submitted for a vote and the final voting results are set forth below. A more detailed description of each proposal is set forth in the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026 (the “Proxy Statement”), as supplemented by the supplement to the Proxy Statement filed with the SEC on April 10, 2026.

Proposal One: To approve the issuance of shares of the Company’s Common Stock in excess of the Share Cap (as defined in the Proxy Statement) pursuant to that certain Membership Interest Purchase Agreement, dated January 16, 2026, by and between the Company and SharonAI, Inc., for purposes of Nasdaq Stock Market Rules 5635(a) and 5635(b) (the “Excess Share Issuance Proposal”).

For		Against		Abstain		Broker Non-Votes
23,171,142		492,261		132,249		0

Proposal Two: To approve the adjournment of the Special Meeting to a later date or dates, whether or not a quorum is present, if more time is necessary or appropriate, to obtain a quorum or solicit additional proxies in favor of the Excess Shares Issuance Proposal.

For		Against		Abstain		Broker Non-Votes
22,967,722		693,535		134,395		0

1

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: April 16, 2026
	By:	/s/ E. Will Gray II
		E. Will Gray II
		Chief Executive Officer

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.4 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.6 KB
• EX-101 XBRL PRESENTATION FILE 24.5 KB