New Era Energy & Digital (NASDAQ: NUAI) plans $70M buyout of TCDC interest and adds 203 Texas acres

Rhea-AI Filing Summary

New Era Energy & Digital Inc. reported signing a binding term sheet to buy SharonAI Inc.’s entire 50% interest in Texas Critical Data Centers LLC for a total of $70,000,000. The price includes $10,000,000 in cash, $10,000,000 in common stock or other units, and a $50,000,000 senior secured convertible promissory note that allows SharonAI to convert 20% of the amount into New Era common stock and matures on June 30, 2026.

The parties must negotiate and sign definitive agreements reflecting the term sheet by January 15, 2026, and they agreed to a 30‑day exclusivity period from signing. Closing is conditioned on SharonAI reimbursing New Era for roughly $2,550,000 so TCDC can fund its share of a land purchase by January 9, 2026. New Era also noted that TCDC completed the acquisition of approximately 203 additional acres in Ector County, Texas for $5,100,000, where a third party is intended to build on‑site gas‑fired power generation for the data center project.

Insights

Infrastructure and transaction analyst

New Era structures a $70M buyout of its data‑center joint venture partner with staged cash, equity, and convertible debt.

New Era Energy & Digital plans to acquire SharonAI’s 50% interest in Texas Critical Data Centers LLC for $70,000,000, moving toward full control of a Texas data center project. The mix of $10,000,000 cash, $10,000,000 in stock or other units, and a $50,000,000 senior secured convertible note concentrates ownership while limiting upfront cash outlay.

The note, maturing on June 30, 2026, gives SharonAI a right to convert 20% of the principal into New Era common stock, introducing potential future dilution alongside a secured creditor position. Key milestones include a non‑refundable $150,000 deposit within 14 days of December 19, 2025 and remaining cash and equity consideration due no later than March 31, 2026.

The deal is not yet in final form: the parties must sign definitive agreements by January 15, 2026 and observe a 30‑day exclusivity period. A further condition is SharonAI reimbursing approximately $2,550,000 by January 9, 2026 so TCDC can fund its share of the $5,100,000 purchase of an additional 203 acres in Ector County, Texas, where a third party is intended to build gas‑fired power to support the data center site.

8-K Event Classification

3 items: 1.01, 2.01, 9.01

3 items

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.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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 Section 15(d) of the

Securities Exchange Act of 1934

December 19, 2025

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)

4501 Santa Rosa Dr. Midland, TX		79707
(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.

On December 19, 2025, New Era Energy & Digital Inc. (“New Era” or the “Company”) and SharonAI Inc., a subsidiary of SharonAI Inc. Holdings Inc. (“SharonAI”), entered into a Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC (the “Term Sheet”), setting forth the terms and conditions for the sale by SharonAI of 100% of its 50% interest in Texas Critical Data Centers LLC (“TCDC”) to New Era. TCDC is a joint venture between SharonAI and New Era formed to fund, develop, and construct a data center site project with behind the meter natural gas-fired power in Ector County, Texas.

The Term Sheet obligates SharonAI and New Era to negotiate and execute customary definitive agreements in good faith that incorporate the terms of the Term Sheet and contain other customary terms and conditions, as expeditiously as possible, and no later than January 15, 2026.

The consideration New Era will pay SharonAI for the interests of TCDC will be an aggregate of $70,000,000, of which, (a) $10,000,000 will be payable in cash, with (i) $150,000 payable as a non-refundable deposit within 14 days of December 19, 2025, and (ii) $9,850,000 payable upon the occurrence of certain events, but no later than March 31, 2026; (b) $10,000,000 will be payable in common stock or other units of New Era upon the occurrence of certain events, but no later than March 31, 2026; and (c) $50,000,000 will be payable by issuance of a senior secured convertible promissory with a right of SharonAI to convert 20% of the amount owed into common stock of New Era and which matures and is due June 30, 2026.

The sale of the interests of TCDC are subject to the condition that SharonAI reimburse New Era for SharonAI’s portion of the amount required to be contributed to TCDC for TCDC to purchase the Additional 203 Acres (as defined below) on or before January 9, 2026, which amount is approximately $2,550,000.

Both parties are prohibited from, and must ensure that their directors, shareholders, employees, professional advisers and related entities do not solicit, consider, accept or otherwise pursue and contemplate other proposals in respect of the specific transaction set forth in the Term Sheet for a period of 30 days commencing on the date of execution of the Term Sheet.

The description of the Term Sheet is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 19, 2025, TCDC completed its previously announced acquisition of approximately 203 acres of real property located in Block 41, T-2-S, T&P RR Co. Survey, Ector County, Texas (the “Additional 203 Acres”) pursuant to a Contract to Purchase dated November 21, 2025, between TCDC and Odessa Industrial Development Corporation d/b/a Grow Odessa, from whom TCDC previously purchased a contiguous 235 acres of land from on July 25, 2025. The total price for the Additional 203 Acres was $5,100,000. The intent is for a third-party to build gas-fired power generation on-site.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K (the “Report”) contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this Report, 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 Report 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: (a) our ability to effectively operate our business segments; (b) our ability to manage our research, development, expansion, growth and operating expenses; (c) our ability to evaluate and measure our business, prospects and performance metrics; (d) our ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry; (e) our ability to respond and adapt to changes in technology and customer behavior; (f) our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and (g) 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, 2024). 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.

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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.

Dated: December 23, 2025

	NEW ERA ENERGY & DIGITAL INC.
	By:	/s/ E. Will Gray II
	Name:	E. Will Gray II
	Title:	Chief Executive Officer

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FAQ

What major agreement did New Era Energy & Digital (NUAI) enter on December 19, 2025?

New Era Energy & Digital entered into a binding term sheet with SharonAI Inc. for the acquisition of 100% of SharonAI’s 50% interest in Texas Critical Data Centers LLC, moving toward full ownership of the joint venture that is developing a data center site in Ector County, Texas.

What is the total purchase price New Era Energy & Digital (NUAI) agreed to pay for SharonAI’s interest in TCDC?

The aggregate consideration is $70,000,000, consisting of $10,000,000 in cash, $10,000,000 in New Era common stock or other units, and a $50,000,000 senior secured convertible promissory note that includes a right for SharonAI to convert 20% of the amount into New Era common stock.

What are the key payment milestones and maturity dates in the NUAI–SharonAI transaction?

New Era must pay a non‑refundable cash deposit of $150,000 within 14 days of December 19, 2025, with the remaining $9,850,000 of cash consideration and $10,000,000 in equity due upon certain events but no later than March 31, 2026. The $50,000,000 senior secured convertible promissory note matures on June 30, 2026.

What conditions must be satisfied for New Era Energy & Digital (NUAI) to complete the TCDC interest purchase?

The transaction is conditioned, among other customary matters, on SharonAI reimbursing New Era for SharonAI’s portion of the capital needed for TCDC to purchase the Additional 203 Acres, approximately $2,550,000, on or before January 9, 2026. The parties must also negotiate and execute definitive agreements reflecting the term sheet by January 15, 2026.

What recent land acquisition did Texas Critical Data Centers LLC complete, and for how much?

On December 19, 2025, Texas Critical Data Centers LLC completed its previously announced acquisition of approximately 203 acres of real property in Ector County, Texas, referred to as the Additional 203 Acres, for a total purchase price of $5,100,000.

What is planned for the Additional 203 Acres purchased by TCDC in Ector County, Texas?

The intent for the Additional 203 Acres is for a third party to build gas‑fired power generation on‑site, providing behind‑the‑meter natural gas‑fired power to support the data center project being developed by Texas Critical Data Centers LLC.

Is there an exclusivity period in the NUAI and SharonAI term sheet for the TCDC interest sale?

Yes. Both parties, along with their directors, shareholders, employees, advisers, and related entities, are prohibited from soliciting or considering other proposals for the specific transaction described in the term sheet for a period of 30 days starting on the execution date of the term sheet.