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New Era Energy & Digital, Inc. reported multiple April 10 equity moves tied to prior financing agreements and its SharonAI acquisition. The company issued 893,724 common shares to SharonAI under a Membership Interest Purchase Agreement adjustment and 1,522,389 shares to Zachary Yi Zhou upon maturity of an Amended and Restated Promissory Note in a Qualified Equity Financing.
The special stockholder meeting to approve share issuances above a 19.99% cap is postponed by one day to April 16, 2026 so the proxy can be supplemented, with proposals unchanged. New Era elected to prepay its $50 million senior secured convertible note to SharonAI on April 24, 2026, while allowing up to 20% to be converted to stock by April 17, 2026. After the underwritten offering and these issuances, 93,522,797 common shares were outstanding as of April 10, 2026.
New Era Energy & Digital, Inc. has priced an underwritten public offering of 29,850,746 shares of common stock at $3.35 per share, for gross proceeds of about $100 million before fees. The company expects net proceeds of approximately $93.4 million, which it plans to use primarily to repay a senior secured convertible promissory note held by SharonAI, Inc. and, if any funds remain, for general corporate purposes.
The note was part of the consideration for a prior acquisition, carries 10% annual interest, and matures on June 30, 2026. Underwriters have a 30‑day option to purchase up to an additional 4,477,611 shares, and the company agreed to a 90‑day lock‑up on additional share sales, subject to exceptions.
New Era Energy & Digital, Inc. plans an underwritten public offering of common stock under its effective Form S-3 shelf registration. The company expects to use net proceeds primarily to repay all outstanding borrowings under a senior secured convertible promissory note payable to SharonAI, Inc., with any remaining funds for general corporate purposes.
The company also intends to grant underwriters a 30-day option to buy up to an additional 15% of the shares at the offering price. The size, pricing and timing of the offering will depend on market and other conditions, and there is no assurance the transaction will be completed.
New ERA Energy & Digital, Inc. Schedule 13G: Caracola Ventures Corp. reports beneficial ownership of 2,711,600 shares of Common Stock, representing approximately 5.1% of the class as of January 23, 2026. The holding comprises 1,200,000 shares held directly and 1,511,600 shares underlying call options exercisable within 60 days. The percentage is calculated using 53,623,529 shares outstanding as of January 21, 2026, cited from the issuer's prospectus.
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.
New Era Energy & Digital, Inc. furnished an investor presentation describing its strategy to build large-scale AI and high-performance computing data center campuses. The flagship Texas Critical Data Centers campus targets more than 1 GW of capacity, with an additional New Mexico site bringing estimated total planned capacity to about 8 GW.
The company highlights its ATOM modular data center platform, designed for high-density AI workloads, hybrid liquid cooling and petabit-scale networking. A GP/LP project financing model is outlined, with New Era as sponsor and institutional partners providing most capital at the SPV level.
The presentation notes fully diluted shares outstanding of 82,333,225, including 56,775,187 total common shares as of March 8, 2026, executive equity awards, warrants and convertible debt linked to the acquisition of the remaining 50% of its TCDC interest from SharonAI for an agreed aggregate purchase price of $70 million in cash, equity and a senior secured convertible note.
New Era Energy & Digital, Inc. is asking stockholders at an April 15, 2026 virtual special meeting to approve issuing additional common shares above a 19.99% “Share Cap” tied to its acquisition of SharonAI, Inc.’s interest in Texas Critical Data Centers LLC (TCDC).
The TCDC interest was bought for $70 million, including $10 million cash, $10 million in equity securities and a $50 million senior secured convertible note. Nasdaq Rules 5635(a) and 5635(b) require approval if share issuance reaches at least 20% of outstanding stock or could be viewed as a change of control.
As of March 3, 2026, there were 56,575,187 common shares outstanding, implying a Share Cap of about 11,315,037 shares. If Proposal One is approved, the company can use stock beyond this cap to satisfy acquisition consideration, which could significantly dilute existing holders but helps preserve cash.
If Proposal One is not approved, any consideration above the Share Cap must be paid in cash, which may force the company to raise additional funding and could trigger default risk on the convertible note if cash cannot be raised. Proposal Two would allow adjournment of the meeting to gather more votes in favor of Proposal One.
New ERA Energy & Digital, Inc. received an amended Schedule 13G from Co-CEO Zachary Zhou, reporting significant ownership of its common stock. Zhou beneficially owns 5,328,495 shares of common stock, representing 9.9% of the class, and holds sole voting and dispositive power over 5,078,495 shares. The filing, tied to an event dated December 15, 2025, is made on a passive basis, with Zhou certifying that the securities were not acquired and are not held for the purpose of changing or influencing control of the company.