New ERA Energy & Digital, Inc. 8-K

What Happened

• New ERA Energy & Digital, through its wholly owned subsidiary Texas Critical Data Centers LLC (TCDC), announced on March 25, 2026 that it entered into amendments to two Special Warranty Deeds with Odessa Industrial Development Corporation d/b/a Grow Odessa. The amendments eliminate certain repurchase rights Grow Odessa had over the described property. In connection with the amendments, TCDC agreed to pay Grow Odessa $4,347,500 total — $3,347,500 via a promissory note and $1,000,000 in cash.
• Separately, on March 31, 2026 the Company issued 2,091,351 shares of its common stock to SharonAI, Inc. as part of the purchase price under a Membership Interest Purchase Agreement dated January 16, 2026. The shares were issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

Key Details

• Deed amendments dated March 25, 2026 remove certain Grow Odessa repurchase rights for property recorded in Ector County, Texas (related amendments reference 235- and 205-acre deeds per filed exhibits).
• Total consideration to Grow Odessa: $4,347,500 (cash $1,000,000; promissory note $3,347,500).
• Common stock issuance: 2,091,351 shares issued to SharonAI on March 31, 2026 under the January 16, 2026 Purchase Agreement; issued pursuant to Section 4(a)(2) exemption.

Why It Matters

• The deed amendments secure TCDC’s ownership position by eliminating certain buyback/repurchase rights previously held by Grow Odessa, while creating a contractual payment obligation (cash and a promissory note) totaling $4.35M that affects near-term cash needs and liabilities.
• The issuance of 2,091,351 shares to SharonAI is a material equity transaction that increases shares outstanding and will affect ownership percentages (dilution) for existing shareholders. The stock was issued under a private placement exemption rather than a registered offering.