AI Era Corp. 8-K

What Happened
AI Era Corp. (AERA) announced on April 18, 2026 that it entered into a Financial Advisory Agreement with Craft Capital Management LLC to act as its exclusive U.S. financial advisor for a proposed direct listing of the company’s common shares on the NYSE American (or another national exchange). The new Advisory Agreement replaced a prior Underwriting Engagement Letter dated January 15, 2026.

Key Details

• Agreement date: April 18, 2026; prior Underwriting Engagement Letter (Jan 15, 2026) automatically terminated.
• Cash fee: non‑refundable $570,000 (of which $35,000 was already paid under the prior engagement).
• Equity compensation: approximately $300,000 of common shares to be issued to Craft Capital (issuable ~30 days before the Listing Date).
• Expense reimbursement: Craft Capital to be reimbursed for reasonable documented out‑of‑pocket expenses up to $150,000.
• Contract terms include exclusivity for U.S. listing services, a right of first refusal for certain future financings, indemnification, confidentiality and termination provisions.
• Performance conditions: Craft Capital’s material listing work and any success fee are conditioned on the Company delivering a written Commencement Notice confirming (i) the auditor’s going‑concern qualification has been resolved to the NYSE American’s satisfaction and (ii) the Company is ready to start the NYSE American direct listing application.

Why It Matters
This filing shows AERA is actively preparing for a direct listing, which could affect share liquidity and public access to the stock if completed. The agreement sets definite cash costs ($570k), potential dilution via advisor shares (~$300k), and additional reimbursable expenses (up to $150k). However, the advisor’s work and fees are contingent on the Company resolving a going‑concern audit qualification to the exchange’s satisfaction and formally initiating the listing process, so a listing is not guaranteed or immediate. The full Advisory Agreement is filed as Exhibit 10.1 to the 8‑K for investors wanting the complete terms.