New Era Energy & Digital, Inc. (NUAI) registers 2,985,075 shares of common stock for resale by a selling stockholder. The prospectus states these shares were issued to SharonAI, Inc. as part of the Membership Interest Purchase Agreement and that the Company will not receive proceeds from resale.
The registration covers resale under a shelf prospectus for shares issued in connection with the Company’s acquisition of the selling stockholder’s interest in Texas Critical Data Centers (TCDC). The prospectus discloses related consideration: $9.85 million cash paid, 2,091,351 shares issued on March 31, 2026, approximately 893,724 additional shares issued at the closing of an April 10, 2026 offering, and a $50 million senior secured convertible note maturing June 30, 2026 (10% interest).
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. is offering 29,850,746 shares of common stock at a public offering price of $3.35 per share, for gross proceeds of approximately $100.0M (before underwriting discounts). The company expects net proceeds of about $93.4M to repay the $50.0M Convertible Note and for general corporate purposes. The offering increases shares outstanding to about 92,107,204 (pro forma assuming no over-allotment). The prospectus supplement also discloses: (i) the company’s acquisition of the remaining 50% interest in Texas Critical Data Centers LLC for an aggregate purchase price of $70.0M (part cash, part equity, part a Convertible Note), (ii) a senior secured term loan facility with Macquarie of up to $290.0M with associated warrants, and (iii) a federal securities class action filed April 1, 2026.
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.