New Era Energy & Digital, Inc. is registering 2,923,117 shares of common stock for resale by selling stockholders, including 400,208 shares underlying warrants issued to Macquarie. The company states it will receive no proceeds from these resale transactions except to the extent Macquarie Warrants are exercised for cash.
The registration covers shares issued to Macquarie in connection with a $20.0M Term Loan and shares issued to Zachary Yi Zhou under a shareholder note. The prospectus describes resale mechanics, selling‑holder tables (based on 101,290,928 shares outstanding as of May 14, 2026), registration rights arrangements, and plan of distribution methods.
New ERA Energy & Digital, Inc. reports a beneficial ownership disclosure by Caracola Ventures Corp. Caracola Ventures Corp. reports beneficial ownership of 5,050,000 Shares, consisting of 3,050,000 Shares held directly and 2,000,000 Shares underlying call options exercisable within 60 days. This holding represents approximately 8.6% of the class, calculated using 56,775,187 Shares outstanding as of March 9, 2026 plus 2,091,351 Shares issued on March 31, 2026. The disclosure names Alan Bialobroda as sole owner and director of the reporting entity, with sole voting and dispositive power over the 5,050,000 Shares.
New Era Energy & Digital, Inc. reports a joint Schedule 13G filing showing 4,018,958 shares beneficially owned by reporting persons, representing 7.1% of the class. The filing states 56,775,187 Shares outstanding as of March 9, 2026. G1 Execution Services' count includes 6,452 warrants; Susquehanna Securities' count includes 2,521,700 options.
New Era Energy & Digital, Inc. is registering 2,923,117 shares of common stock for resale by selling stockholders, including 400,208 shares underlying warrants issued to Macquarie. The company states it will receive no proceeds from these resale transactions except to the extent warrants are exercised for cash.
The registration implements obligations under a Registration Rights Agreement with Macquarie and an Amended and Restated Promissory Note with Zachary Yi Zhou. The prospectus describes potential distribution methods, transfer restrictions, anti-dilution terms for various warrants, and related material relationships, including a $20.0 million Term Loan A-1 drawn under the Macquarie facility.
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.
New Era Energy & Digital, Inc. appointed Andrew Casazza as Chief Corporate Officer effective April 28, 2026, under a detailed employment and equity package. His annual base salary is $415,000 with a target bonus of up to 40% of salary based on performance goals set by the compensation committee.
Casazza will receive standard executive benefits and may be granted additional equity awards under the company’s equity plan. He was also granted 400,000 restricted stock units, vesting monthly over four years, intended as an inducement grant outside the existing plan. If terminated without cause or he resigns for good reason, he is eligible for salary-based severance, bonus components and health benefit payments, with enhanced terms following a change in control. The company also states that its Texas Critical Data Centers LLC project is expected to have potential capacity of approximately 1.4 GW of gross power production.
New ERA Energy & Digital, Inc. Schedule 13G filing reporting passive ownership by Davidson Kempner entities. Davidson Kempner Capital Management and affiliated funds together report shared dispositive and voting power over reported stakes, with DKCM-linked parties holding 5,166,249 shares (5.22%). The filing cites 99,000,928 shares outstanding based on reported counts as of April 10, 2026 and subsequent underwriter allotment activity on April 13–14, 2026.
New Era Energy & Digital, Inc. held a 2026 Special Meeting of Stockholders where holders approved issuing additional common shares under a Membership Interest Purchase Agreement with SharonAI, Inc. to exceed a defined Share Cap for Nasdaq Stock Market Rules 5635(a) and 5635(b) purposes.
Proposal One, the Excess Share Issuance Proposal, passed with 23,171,142 votes for, 492,261 against and 132,249 abstentions. Proposal Two, allowing potential adjournment of the meeting to solicit more proxies if needed, also passed with 22,967,722 votes for, 693,535 against and 134,395 abstentions. A total of 23,795,652 shares were represented, or 42.06% of 56,575,187 shares outstanding as of the record date.
New Era Energy & Digital, Inc. strengthened its capital structure through a mix of equity and debt financing tied to development of its Texas Critical Data Centers project. The company drew down the entire $20 million Term Loan A-1 under a larger senior secured term loan credit facility with Macquarie.
In connection with this draw, New Era issued Macquarie warrants to purchase 400,208 shares of common stock at an exercise price of approximately $5.00 per share and sold 1,000,520 common shares at about $5.00 per share. A Registration Rights Agreement grants Macquarie resale registration rights for these securities.
Separately, underwriters fully exercised their option to buy an additional 4,477,611 shares in the company’s public offering, contributing to total gross equity proceeds of about $115 million. The initial $20 million term loan funding and an additional $5 million equity investment from Macquarie support key development milestones and repayment of a senior secured convertible note.