New ERA Energy & Digital, Inc. 8-K

What Happened
New ERA Energy & Digital, Inc. announced it issued a $5,000,000 promissory note to shareholder Zachary Yi Zhou (a beneficial owner of more than 5% of the common stock). The note was originally issued March 31, 2026 and was amended and restated on April 6, 2026. The amended note carries a 5.00% annual interest rate payable at maturity and will convert into common stock on the Maturity Date, which is the earliest of (i) September 30, 2026, (ii) initial closing/funding of the TCDC Project Credit Facility, (iii) closing of a Qualified Equity Financing, or (iv) acceleration. The transaction was reviewed and approved by the company’s Audit Committee and Board of Directors.

Key Details

• Principal: $5,000,000 to Zachary Yi Zhou (beneficial owner >5%).
• Interest: 5.00% per annum, payable on the Maturity Date.
• Maturity triggers: Sept 30, 2026; funding of TCDC Project Credit Facility; closing of a Qualified Equity Financing; or acceleration.
• Conversion: If conversion follows a Qualified Equity Financing, conversion price = public price in that financing; otherwise conversion price = 30‑day VWAP prior to the Maturity Date.
• Other terms: Note may be prepaid (in shares or cash) and includes customary covenants and default provisions; repayment subject to a 1.02x premium on amounts due at maturity.
• The filing also notes creation of a direct financial obligation and potential unregistered issuance of equity upon conversion.

Why It Matters
This is a short‑term $5M funding commitment from a large insider that can convert into equity, so investors should watch for potential dilution if conversion occurs. The note’s relatively near-term maturity (no later than Sept 30, 2026 unless converted earlier) means the company may need to complete the referenced financing or project credit facility, refinance, or satisfy repayment terms soon. Because the lender is a >5% shareholder, the board and audit committee approval is notable; investors should monitor follow-up filings for any Qualified Equity Financing, conversions, prepayments, or related party disclosures.