New Era Energy & Digital enters $5M note deal

New Era Energy & Digital, Inc. entered into and later amended a $5,000,000 promissory note with major shareholder Zachary Yi Zhou.

Accepted by SEC EDGAR 04/06/2026 - 04:15 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

New Era Energy & Digital, Inc. entered into and later amended a $5,000,000 promissory note with major shareholder Zachary Yi Zhou. The April 6, 2026 Amended and Restated Note carries 5.00% annual interest and will mature on the earliest of several financing or project-related events, or September 30, 2026.

At the Maturity Date, the note will convert into common stock. If a Qualified Equity Financing occurs, the conversion price will match the public offering price in that financing. Otherwise, it will be based on the average volume weighted average price over the 30 trading days before maturity.

The note may be prepaid in shares of common stock and includes a repayment premium equal to 1.02 times amounts due at maturity. The deal was reviewed and approved by the Audit Committee and Board and results in an unregistered sale of equity securities and a direct financial obligation to a shareholder who beneficially owns more than 5% of the company’s common stock.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Promissory note principal: $5,000,000 Interest rate: 5.00% per annum Outside maturity date: September 30, 2026 +2 more

5 metrics

Promissory note principal $5,000,000 Amended and Restated Promissory Note dated April 6, 2026

Interest rate 5.00% per annum Interest on Amended and Restated Note payable at maturity

Outside maturity date September 30, 2026 Latest possible Maturity Date, subject to earlier financing or project events

Repayment premium 1.02x amounts due Premium applied to obligations at the Maturity Date

Shareholder ownership threshold More than 5% of common stock Beneficial ownership of lender Zachary Yi Zhou

Key Terms

Material Definitive Agreement, Amended and Restated Promissory Note, Qualified Equity Financing, volume weighted average price, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Amended and Restated Promissory Note financial

"On April 6, 2026, the Note was amended and restated (the “Amended and Restated Note”)"

Qualified Equity Financing financial

"the closing of a Qualified Equity Financing (as defined in the Amended and Restated Note)"

volume weighted average price financial

"average volume weighted average price for the 30 trading days preceding the applicable Maturity Date"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

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

New Era Energy & Digital entered into and amended a $5,000,000 promissory note with a major shareholder. The note bears 5.00% interest, can convert into common stock at maturity, and was approved by the company’s Audit Committee and Board of Directors.

What are the key terms of NUAI’s $5,000,000 promissory note?

The Amended and Restated Note has a $5,000,000 principal amount, a 5.00% per annum interest rate, and a maturity tied to September 30, 2026 or certain financing events. At maturity, all amounts convert into common stock rather than being repaid in cash.

How is the conversion price determined for NUAI’s Amended and Restated Note?

If a Qualified Equity Financing occurs, the conversion price equals the public price of common stock in that financing. If not, the price is based on the average volume weighted average price over the 30 trading days before maturity, aligning conversion with recent market pricing.

Who is providing the $5,000,000 financing to New Era Energy & Digital?

The lender is Zachary Yi Zhou, an individual shareholder who beneficially owns more than 5% of NUAI’s common stock. This related-party financing was reviewed and approved by the company’s Audit Committee and Board of Directors before the amended note was finalized.

Does NUAI’s promissory note involve an unregistered sale of equity securities?

Yes. Because the Amended and Restated Note converts into common stock at maturity, it is treated as an unregistered sale of equity securities. The company disclosed this under the unregistered sales of equity securities item, reflecting the equity-linked nature of the financing.

What premium applies when NUAI repays or converts the Amended and Restated Note?

At the Maturity Date, repayment obligations under the Amended and Restated Note are subject to a 1.02x premium on amounts due. This means the total obligation is multiplied by 1.02 before conversion into common stock or other satisfaction at maturity.

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

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): March 31, 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 1.01 Entry into a Material Definitive Agreement.

On March 31, 2026, New Era Energy & Digital, Inc. (the “Company”) issued a promissory note (the “Note”) in the principal amount of $5,000,000 to Zachary Yi Zhou, an individual shareholder of the Company who beneficially owns more than 5% of the Company’s common stock, par value $0.0001 (the “Common Stock”). The transaction was reviewed and approved by the Company’s Audit Committee and Board of Directors. On April 6, 2026, the Note was amended and restated (the “Amended and Restated Note”) on the terms set forth below.

The Amended and Restated Note will mature on the earliest to occur of (i) September 30, 2026, (ii) the initial closing and initial funding of the TCDC Project Credit Facility (as defined in the Amended and Restated Note), (iii) the closing of a Qualified Equity Financing (as defined in the Amended and Restated Note) and (iv) the acceleration of the Amended and Restated Note (the “Maturity Date”). The Amended and Restated Note has an interest rate of 5.00% per annum payable on the Maturity Date. At the applicable Maturity Date, the Amended and Restated Note shall convert to shares of Common Stock. The conversion price of the Amended and Restated Note shall, in the event of a Qualified Equity Financing, be calculated on the price per share to the public of the shares of Common Stock sold in such Qualified Equity Financing. In the event the Maturity Date is not a result of a Qualified Equity Financing, the conversion price of the Amended and Restated Note shall be calculated based on the average volume weighted average price for the 30 trading days preceding the applicable Maturity Date. The Amended and Restated Note includes customary covenants and events of default provisions and may be prepaid in shares of Common Stock, in whole or in part, at any time. The repayment of the Amended and Restated Note is subject to a repayment premium of 1.02x the amounts due thereunder at the Maturity Date.

The foregoing description of the Amended and Restated Note is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Note, a copy of which is attached hereto as Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein into this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Amended and Restated Promissory Note, dated April 6, 2026.
EX-104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 6, 2026
	By:	/s/ E. Will Gray II
		E. Will Gray II
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 AMENDED AND RESTATED PROMISSORY NOTE, DATED APRIL 6, 2026 46.7 KB