New ERA Energy & Digital, Inc. 8-K

What Happened

• New ERA Energy & Digital, Inc. (through subsidiary Texas Critical Data Centers LLC) drew down the full $20.0 million Term Loan A-1 under a Term Loan Agreement dated April 8, 2026. The drawdown occurred on April 13, 2026 with Macquarie Equipment Capital Inc. acting as administrative agent and lender.
• In connection with the loan funding, the company issued warrants and common stock to the lender and entered into related registration rights. The company also announced (via press release on April 14, 2026) that the underwriters fully exercised their option related to the company's recent public offering.

Key Details

• $20,000,000 drawn under Term Loan A-1 on April 13, 2026 (Term Loan Agreement dated April 8, 2026).
• Warrants issued to lender: warrants to purchase 400,208 shares of common stock with an exercise price of approximately $5.00 per share.
• Common stock sold to lender: 1,000,520 shares issued at approximately $5.00 per share (together with the warrants these are the "Securities").
• Underwriters' option: on April 10, 2026 underwriters exercised option to buy 4,477,611 additional shares; closing of that purchase occurred on April 14, 2026.
• The company and the lender executed a Registration Rights Agreement on April 13, 2026 covering resale registration of the lender’s Securities.

Why It Matters

• Financing: The $20M term loan provides immediate cash to the company (via its data-center subsidiary), which can be used for operations, projects, or to support growth initiatives tied to the recent public offering.
• Dilution potential: The issuance of ~1.4M securities to the lender (1,000,520 shares + warrants to buy 400,208 shares) and the underwriters' additional 4,477,611 shares increase the company's outstanding share count and create potential future dilution if warrants are exercised.
• Liquidity for holders of the lender’s securities: The Registration Rights Agreement obligates the company to register the lender’s securities for resale, enabling those securities to become publicly tradable subject to registration timing and SEC review.