New ERA Energy & Digital, Inc. 8-K

What Happened
New ERA Energy & Digital, Inc. (NUAI) filed an 8‑K reporting results of its April 16, 2026 Special Meeting of Stockholders. Shareholders voted to approve the issuance of common stock in excess of the Company’s “share cap” under a January 16, 2026 Membership Interest Purchase Agreement (MIPA) with SharonAI, Inc., for purposes of Nasdaq Rules 5635(a) and 5635(b). The Company also sought and approved a proposal to adjourn the meeting if necessary to obtain a quorum or solicit additional proxies.

Key Details

• Shares present or represented: 23,795,652 (42.06% of 56,575,187 shares outstanding as of the March 3, 2026 record date).
• Proposal 1 (Excess Share Issuance): For 23,171,142; Against 492,261; Abstain 132,249; Broker non-votes 0.
• Proposal 2 (Adjournment if needed): For 22,967,722; Against 693,535; Abstain 134,395; Broker non-votes 0.
• Related documents: Definitive Proxy Statement filed March 16, 2026, with a supplement filed April 10, 2026; MIPA dated January 16, 2026 with SharonAI, Inc.

Why It Matters
The shareholder approval authorizes the Company to issue common shares beyond its previously stated cap to complete the transaction described in the January 16, 2026 MIPA, which is a required step under Nasdaq listing rules. That authorization is a material corporate action that can affect the Company’s share count and ownership structure; investors should review the Proxy Statement and supplement for the transaction terms, potential dilution, and any timing or closing conditions. This disclosure was filed under Item 5.07 (Submission of Matters to a Vote of Security Holders).