New ERA Energy & Digital, Inc. 8-K

What Happened

• On January 16, 2026, New ERA Energy & Digital, Inc. (NUAI) announced it completed the acquisition of SharonAI, Inc.’s equity interests in Texas Critical Data Centers LLC (TCDC) under a Membership Interest Purchase Agreement for an aggregate purchase price of $70 million. The consideration is structured as $10 million cash, $10 million in equity securities to be issued in the Company’s next equity financing, and a $50 million senior secured convertible promissory note (the “Convertible Note”). The acquisition consideration is subject to a 19.99% ownership cap.

Key Details

• Purchase price: $70 million (Jan 16, 2026 closing) — $10M cash, $10M equity in next financing, $50M Convertible Note.
• Convertible Note: matures June 30, 2026; 10% annual interest payable in cash at maturity; secured by NUAI’s ownership in TCDC and TCDC assets; SharonAI may convert 20% of the note into common stock at a 30‑day VWAP with a conversion-price floor equal to 20% of the market price on the closing date (floor implied ~$0.87 based on $4.33 close), which equates to ~11.5 million shares at the floor.
• Waiver with investor (ATW AI Infrastructure II LLC): investor waived provisions that would have limited the transaction in exchange for lowering First Tranche Warrants’ exercise price to $2.00 (maximum 5.0 million shares issuable under those warrants) and negotiating potential issuance of up to $60M of convertible preferred stock (subject to a 4.99% ownership cap).
• The Company also announced a partnership with Primary Digital Infrastructure to co-develop TCDC and will file any required financial statements and pro forma information within 71 days.

Why It Matters

• This is a material acquisition for NUAI that adds data-center assets (TCDC) to the company’s portfolio and was funded largely through a short-term secured convertible note, which creates a near-term financial obligation (maturing June 30, 2026) and potential equity dilution if conversions/warrants are exercised.
• Important investor impacts to monitor: the $50M convertible note’s conversion mechanics (and the conversion-price floor), the lowered warrant exercise price (potentially 5M new shares), ownership caps limiting individual stakes (19.99% for the seller, 4.99% for the investor), and upcoming pro forma financials that will show how the transaction affects NUAI’s balance sheet and ownership structure.