New ERA Energy & Digital, Inc. 8-K

What Happened
New ERA Energy & Digital, Inc. (NASDAQ: NUAI) filed an 8‑K on April 8, 2026 reporting that its subsidiary, Texas Critical Data Centers LLC, entered into a senior secured Term Loan Agreement with Macquarie Equipment Capital Inc. providing up to $290,000,000 in committed and discretionary tranches. The loans mature April 8, 2029 and bear interest at Term SOFR plus an applicable margin (5.50% for Term Loan A‑1 and A‑2; 7.75% for Term Loan A‑3 and the Delayed Draw). The company also disclosed a putative securities class action complaint filed April 1, 2026 in the U.S. District Court for the Western District of Texas alleging federal securities law violations for investors who bought NUAI securities between Nov 6, 2024 and Dec 29, 2025.

Key Details

• Loan facility up to $290,000,000 made up of: $20M Term Loan A‑1 (committed), $30M A‑2, $40M A‑3, and $200M Delayed Draw; availability of A‑2/A‑3/Delayed Draw is at lender’s discretion and subject to conditions.
• Interest = Term SOFR + Applicable Rate (5.50% for A‑1/A‑2; 7.75% for A‑3/Delayed Draw); maturity April 8, 2029.
• MOIC premium (prepayment/repayment premium) is fully earned at signing and payable on any repayment/prepayment/acceleration; effective MOIC rates vary by tranche and timing (ranges shown in the agreement from ~1.10x to 1.35x).
• Security and equity terms: first‑priority perfected security interest in substantially all Borrower assets; warrants to purchase up to 1,164,144 shares (cash exercise only, expiration April 8, 2031) and a subscription sale of 1,000,520 shares at $5.00; company must close an underwritten equity offering with net proceeds ≥ $30M within 60 days of closing.
• Covenants/rights: if no Data Center Lease is executed within six months or aggregate loans drawn < $50M within six months, lender can require full prepayment or require repayment in monthly installments (1/30th of outstanding principal).

Why It Matters
This 8‑K signals a major financing step to fund New ERA’s flagship data center project but materially increases the company’s secured indebtedness and potential near‑term obligations. The loan contains prepayment premiums (MOIC) and lender protections, first‑priority security, and equity issuance features (warrants + share subscription) that could dilute shareholders. The company also disclosed a pending securities class action and supplemented its 10‑K risk factors to note the financial, refinancing, covenant and power‑supply risks associated with the project—facts investors should consider when assessing leverage, dilution risk, and litigation exposure.