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New Era Energy & Digital, Inc. filed a current report describing that, in connection with its previously announced strategic pivot away from legacy natural gas operations, it is focusing on owning and developing next-generation digital infrastructure and integrated power assets. To align its public reporting with this shift, the company is providing updated business and risk factor disclosures, which are included as Exhibits 99.1 and 99.2 and incorporated by reference into this report.
New Era Energy & Digital, Inc. is registering up to $350,000,000 of common stock, preferred stock, debt securities, warrants, units and rights under a shelf registration, allowing it to raise capital over time on flexible terms. A related resale registration covers 19,267,595 shares of common stock held or issuable to selling stockholders, 5,750,000 shares of common stock issuable upon exercise of Public Tradeable Warrants, and 20,289 Private Tradeable Warrants. The company will not receive proceeds from stockholder resales, but will receive cash if warrants are exercised. New Era Energy & Digital has pivoted from legacy natural gas operations to developing AI-focused data center campuses, led by its Texas Critical Data Centers project in the Permian Basin, designed for over 1 gigawatt of potential compute capacity with initial power targeted as early as the end of 2027.
New Era Energy & Digital, Inc. is registering up to $350,000,000 of common stock, preferred stock, debt securities, warrants, units and rights under a shelf registration, allowing it to raise capital over time on flexible terms. A related resale registration covers 19,267,595 shares of common stock held or issuable to selling stockholders, 5,750,000 shares of common stock issuable upon exercise of Public Tradeable Warrants, and 20,289 Private Tradeable Warrants. The company will not receive proceeds from stockholder resales, but will receive cash if warrants are exercised. New Era Energy & Digital has pivoted from legacy natural gas operations to developing AI-focused data center campuses, led by its Texas Critical Data Centers project in the Permian Basin, designed for over 1 gigawatt of potential compute capacity with initial power targeted as early as the end of 2027.
New Era Energy & Digital, Inc. completed a $70 million acquisition of SharonAI’s equity interests in Texas Critical Data Centers LLC. The price includes $10 million in cash, $10 million in equity securities to be issued in the company’s next equity financing, and a $50 million senior secured convertible promissory note, with the entire consideration subject to a 19.99% ownership cap.
The Convertible Note bears 10% annual interest, matures on June 30, 2026, and is secured by the company’s ownership in TCDC and TCDC’s assets. SharonAI may convert 20% of the note into common stock at a 30‑day VWAP, with a floor of 20% of the closing market price. Using a $4.33 closing price on January 16, 2026 and a floor price of $0.87, the maximum number of shares issuable under the note is about 11.5 million.
Through a Waiver and Consent with ATW AI Infrastructure II LLC, the company reduced the exercise price of existing First Tranche Warrants to $2.00, increasing the maximum shares issuable under those warrants to 5 million, and agreed to negotiate up to $60 million of convertible preferred stock subject to a 4.99% ownership cap.
New Era Energy & Digital, Inc. completed a $70 million acquisition of SharonAI’s equity interests in Texas Critical Data Centers LLC. The price includes $10 million in cash, $10 million in equity securities to be issued in the company’s next equity financing, and a $50 million senior secured convertible promissory note, with the entire consideration subject to a 19.99% ownership cap.
The Convertible Note bears 10% annual interest, matures on June 30, 2026, and is secured by the company’s ownership in TCDC and TCDC’s assets. SharonAI may convert 20% of the note into common stock at a 30‑day VWAP, with a floor of 20% of the closing market price. Using a $4.33 closing price on January 16, 2026 and a floor price of $0.87, the maximum number of shares issuable under the note is about 11.5 million.
Through a Waiver and Consent with ATW AI Infrastructure II LLC, the company reduced the exercise price of existing First Tranche Warrants to $2.00, increasing the maximum shares issuable under those warrants to 5 million, and agreed to negotiate up to $60 million of convertible preferred stock subject to a 4.99% ownership cap.
New ERA Energy & Digital, Inc. seeks shareholder approval for several capital and governance actions. The company proposes to increase authorized shares to 3,000,000,000 total (consisting of 2,995,000,000 Common Stock and 5,000,000 preferred shares); approve amendments to its equity purchase financing agreement (EPFA) with ATW AI Infrastructure LLC; and authorize a reverse stock split with a variable Split Ratio between 1-for-1 and 100-for-1 to be implemented within 12 months at the Board's discretion. The EPFA contemplates share issuances to ATW subject to volume limits and pricing equal to 95% of specified low or VWAP measures. The company also seeks ratification of auditors and describes Nasdaq minimum bid price noncompliance procedures, including a cure period ending November 12, 2025 and potential delisting if deficiencies are not remedied.