New Era Energy & Digital (NUAI) fully repays $50M SharonAI note

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. has fully repaid its $50 million senior secured convertible promissory note owed to SharonAI, Inc. The company elected to prepay the entire note, and SharonAI did not convert any portion into equity.

On April 24, 2026, the company paid $50 million in principal plus accrued interest in cash, satisfying all obligations under the note. With this payment, the company has no remaining payment obligations related to its completed acquisition of Texas Critical Data Centers LLC from SharonAI.

Insights

Capital structure analyst

NUAI removes a $50M convertible note tied to a past acquisition.

New Era Energy & Digital prepaid a senior secured convertible promissory note with a principal balance of $50 million. The note was payable to SharonAI, Inc. and was connected to the acquisition of Texas Critical Data Centers LLC.

SharonAI did not elect to convert any part of the note into equity, so the entire amount plus accrued interest was settled in cash on April 24, 2026. This removes both the debt and potential share conversion linked to this instrument.

After this payment, the company states it has no remaining payment obligations related to the Texas Critical Data Centers acquisition. Future disclosures may outline how this cash outflow affects liquidity, leverage, and ongoing financing flexibility.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Convertible note principal: $50 million Repayment date: April 24, 2026

2 metrics

Convertible note principal $50 million Senior secured convertible promissory note to SharonAI

Repayment date April 24, 2026 Date NUAI paid principal plus accrued interest in cash

Key Terms

senior secured convertible promissory note, prepay, acquisition

3 terms

senior secured convertible promissory note financial

"all of its $50 million senior secured convertible promissory note (the “Convertible Note”)"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

prepay financial

"its irrevocable election to prepay all of its $50 million senior secured convertible promissory note"

acquisition financial

"its completed acquisition of Texas Critical Data Centers LLC from SharonAI"

An acquisition is when one company buys control of another by purchasing its shares or assets and brings that business into its own operations. For investors, acquisitions matter because they can reshape a company’s future cash flow, growth and risk profile—like a homeowner adding an extension to increase space and value; a well-priced, well-integrated deal can boost returns, while an expensive or poorly merged one can hurt earnings and raise debt.

Understanding 8-K Material Events →

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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 24, 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 8.01 Other Events.

As previously announced, on April 10, 2026, New Era Energy & Digital, Inc. (the “Company”) delivered written notice to SharonAI, Inc. (“SharonAI”) of its irrevocable election to prepay all of its $50 million senior secured convertible promissory note (the “Convertible Note”). SharonAI did not elect to convert any portion of the Convertible Note. On April 24, 2026, the Company paid $50 million principal plus accrued interest in cash in satisfaction of its obligations under the Convertible Note. Following the payment and satisfaction of the Convertible Note, the Company has no remaining payment obligations with respect to its completed acquisition of Texas Critical Data Centers LLC from SharonAI.

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 27, 2026	By:	/s/ E. Will Gray II
		E. Will Gray II
		Chief Executive Officer

2

FAQ

What did New Era Energy & Digital (NUAI) announce in this 8-K?

New Era Energy & Digital announced it has fully repaid a senior secured convertible promissory note with a principal balance of $50 million. The cash payment, including accrued interest, settles obligations tied to its prior acquisition of Texas Critical Data Centers LLC from SharonAI.

How much did NUAI pay to settle the SharonAI convertible note?

The company paid $50 million in principal, plus accrued interest, to SharonAI. This cash payment on April 24, 2026 fully satisfied the senior secured convertible promissory note that financed the acquisition of Texas Critical Data Centers LLC.

Did SharonAI convert any part of the NUAI convertible note into equity?

SharonAI did not convert any portion of the senior secured convertible promissory note into equity. Instead, New Era Energy & Digital prepaid the entire $50 million principal plus accrued interest in cash, eliminating potential share issuance under this specific instrument.

What does this repayment mean for NUAI’s obligations to SharonAI?

Following the cash repayment of $50 million principal plus accrued interest, New Era Energy & Digital states it has no remaining payment obligations to SharonAI related to its completed acquisition of Texas Critical Data Centers LLC. This closes out that transaction’s payment structure.

When did NUAI complete the repayment of its $50 million convertible note?

The repayment was completed on April 24, 2026, when New Era Energy & Digital paid $50 million in principal plus accrued interest in cash. This payment satisfied all obligations under the senior secured convertible promissory note issued to SharonAI.

How is the Texas Critical Data Centers LLC acquisition connected to this note?

The senior secured convertible promissory note was issued to SharonAI in connection with NUAI’s acquisition of Texas Critical Data Centers LLC. By paying $50 million principal plus accrued interest, the company reports no remaining payment obligations for that completed acquisition.

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