New ERA Energy & Digital, Inc. 8-K

What Happened

• New ERA Energy & Digital (NUAI) filed an 8-K on April 10, 2026 announcing that it issued 893,724 shares of common stock to SharonAI, Inc. and 1,522,389 shares to Zachary Yi Zhou on April 10, 2026. These issuances were made under an exemption from registration (Section 4(a)(2)).
• The share issuance to SharonAI relates to a January 16, 2026 Membership Interest Purchase Agreement in which NUAI acquired SharonAI’s interest in Texas Critical Data Centers LLC for $70 million (comprised of $10M cash, $10M equity, and a $50M senior secured convertible promissory note). Prior payments included $9.85M cash and 2,091,351 shares on March 31, 2026.
• The company notified SharonAI of its irrevocable election to prepay the $50M Convertible Note on April 24, 2026; SharonAI may convert up to 20% of the note into shares by April 17, 2026, with the remaining (at least 80%) to be paid in cash.
• NUAI postponed its Special Meeting originally set for April 15, 2026 to April 16, 2026 to allow supplemental disclosure to the proxy statement; the Record Date remains March 3, 2026. As of April 10, 2026, shares outstanding are 93,522,797 (assuming no underwriter option exercise).

Key Details

• Shares issued on April 10, 2026: 893,724 to SharonAI; 1,522,389 to Zachary Yi Zhou.
• Acquisition consideration: $70 million total — $10M cash, $10M equity (subject to timing), $50M Convertible Note; all equity issuances subject to a 19.99% issuance cap requiring stockholder approval to exceed.
• Convertible Note prepayment: company elected to prepay on April 24, 2026; SharonAI may convert up to 20% by April 17, 2026.
• Shares outstanding after issuances (4/10/2026): 93,522,797.

Why It Matters

• Dilution and shareholder approval: the acquisition consideration includes equity subject to a 19.99% issuance cap, so additional share issuances beyond that cap require stockholder approval — a vote tied to the postponed Special Meeting and supplemental proxy disclosure.
• Convertible note treatment: the prepayment notice and limited conversion window (up to 20%) reduce potential future dilution from the $50M note because the company will pay cash for at least 80% of the principal.
• Timing and investor action: shareholders as of the March 3, 2026 record date can vote at the Special Meeting (now April 16); proxy materials will be supplemented, and investors should review the updated proxy before voting.