New ERA Energy & Digital, Inc. 8-K

What Happened

• New ERA Energy & Digital (New Era) filed an 8‑K on December 29, 2025 reporting that on December 19, 2025 it executed a Binding Term Sheet to acquire SharonAI’s 100% of its 50% interest in Texas Critical Data Centers, LLC (TCDC). The purchase price totals $70,000,000 under the Term Sheet, and the parties agreed to negotiate definitive agreements in good faith no later than January 15, 2026.
• Also on December 19, 2025, TCDC completed the acquisition of an additional 203 acres in Ector County, Texas for $5,100,000 (the “Additional 203 Acres”), adding to a previously purchased contiguous 235 acres (total now 438 acres). The site is intended for a data center project with behind‑the‑meter natural gas–fired power.

Key Details

• Total consideration to SharonAI: $70,000,000, consisting of:
  • $10,000,000 cash (including a $150,000 non‑refundable deposit due within 14 days of Dec 19, 2025, and $9,850,000 payable on certain events but no later than March 31, 2026);
  • $10,000,000 payable in New Era common stock or other units (payable on certain events but no later than March 31, 2026);
  • $50,000,000 issued as a senior secured convertible promissory note maturing June 30, 2026, with SharonAI having the right to convert 20% of the note into New Era common stock.
• Condition: SharonAI must reimburse New Era for SharonAI’s portion (~$2,550,000) of the contribution required for TCDC to buy the Additional 203 Acres on or before January 9, 2026.
• The Term Sheet includes a 30‑day mutual no‑shop/non‑solicit restriction from the execution date. The Term Sheet is filed as an exhibit and its summary is qualified by the full document.

Why It Matters

• If completed, New Era would move from a 50% joint‑venture partner to sole owner of TCDC’s interest being sold by SharonAI, gaining control over a large Texas data center development site (now ~438 acres) tied to on‑site gas‑fired power — a strategic expansion of its energy & digital infrastructure activities.
• The deal requires substantial near‑term cash, stock issuance and a $50M convertible note due June 30, 2026; investors should note potential near‑term liquidity demands and possible equity dilution from stock payments and conversion rights. The filing sets firm near‑term dates for payments and definitive agreements (deposit within 14 days, reimbursement by Jan 9, 2026, and definitive agreements by Jan 15, 2026).