STOCK TITAN

New Era Energy & Digital (NASDAQ: NUAI) gains more time on $100M ATM program

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. entered into a Waiver and Consent Letter with Macquarie Equipment Capital Inc. on July 17, 2026, amending the Term Loan Agreement dated April 8, 2026. Macquarie agreed to waive certain requirements under the existing term loan.

Under the Consent Letter, the parties extended the timeframe for New Era Energy & Digital to establish an at-the-market program on an effective registration statement with an aggregate offering price of at least $100 million. The company is now required to put this program in place within 60 days after receiving written notice from Macquarie or its permitted successors and assigns, or, under certain circumstances, within five business days following the filing of its next quarterly or annual periodic report.

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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.
ATM Program Size $100 million aggregate offering price Minimum aggregate offering price for the at-the-market program under the Consent Letter
ATM Setup Deadline After Notice 60 days Time after written notice from Macquarie to establish the at-the-market program
Alternate ATM Setup Deadline five business days Time after filing the next quarterly or annual report in certain circumstances
Term Loan Agreement Date April 8, 2026 Date of the original Term Loan Agreement among the Borrower, the Company and Macquarie
Term Loan Agreement financial
"requirements under the Term Loan Agreement, dated April 8, 2026, by and among the Borrower"
A term loan agreement is a formal contract in which a borrower receives a fixed amount of money from a lender and agrees to repay it over a set period with interest, much like a mortgage or car loan for a business. It matters to investors because the scheduled repayments, interest cost and any lender-imposed rules affect a company’s cash flow, financial flexibility and creditworthiness, which can change risk and share value.
at-the-market program financial
"extend the deadline for the Company to establish an “at-the-market” program on an effective"
An at-the-market program is a way for a company to sell new shares of its stock gradually over time directly into the stock market, rather than all at once. This approach allows the company to raise money as needed while giving investors the opportunity to buy shares at current market prices. It helps manage the timing and price of new stock offerings, providing flexibility for both the company and investors.
aggregate offering price financial
"registration statement with an aggregate offering price of at least $100 million"
The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

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

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FAQ

What agreement did NUAI enter into with Macquarie Equipment Capital Inc.?

New Era Energy & Digital, Inc. (NUAI) entered into a Waiver and Consent Letter with Macquarie Equipment Capital Inc. The letter waives certain requirements in the April 8, 2026 Term Loan Agreement and revises timing for establishing an at-the-market securities program.

What new deadline does NUAI face to establish its at-the-market program?

New Era Energy & Digital, Inc. must establish the at-the-market program within 60 days after receiving written notice from Macquarie or its permitted successors and assigns. This replaces earlier timing requirements in the original April 8, 2026 Term Loan Agreement.

Are there alternative timing conditions for NUAI’s at-the-market program?

Yes. Under certain circumstances, New Era Energy & Digital, Inc. must establish the at-the-market program within five business days after filing its next quarterly or annual periodic report, providing an alternate trigger to the 60‑day notice-based deadline.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

 

July 17, 2026

Date of Report (Date of earliest event reported)

 

NEW ERA ENERGY & DIGITAL, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   001-42433   99-3749880
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

200 N. Loraine Street, Suite 1324
Midland, TX
  79701
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (432) 695-6997

 

Not Applicable

(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
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.

 

Consent Letter

 

On July 17, 2026, New Era Energy & Digital, Inc. (the “Company”), on behalf of Texas Critical Data Centers LLC, a subsidiary of the Company (the “Borrower”), entered into a Waiver and Consent Letter (the “Consent Letter”) with Macquarie Equipment Capital Inc. (“Macquarie”), pursuant to which Macquarie agreed to waive certain requirements under the Term Loan Agreement, dated April 8, 2026, by and among the Borrower, the Company and Macquarie.

 

Pursuant to the Consent Letter, among other procedure-related waivers, the parties agreed to extend the deadline for the Company to establish an “at-the-market” program on an effective registration statement with an aggregate offering price of at least $100 million. The Company shall now be required to establish such “at-the-market” program within 60 days of receiving written notice from Macquarie or its permitted successors and assigns, or, under certain circumstances, within five business days following the filing of the Company’s next quarterly or annual periodic report.

 

The foregoing description of the Consent Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent Letter, a copy of which will be filed in the Company’s next Quarterly Report on Form 10-Q.

 

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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: July 22, 2026 By: /s/ Charles Nelson
  Name: Charles Nelson
  Title: Chief Executive Officer

 

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Filing Exhibits & Attachments

4 documents