---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-25-125498"
form_type: "8-K"
ticker: "NUAI"
cik: "0002028336"
company_name: "New ERA Energy & Digital, Inc."
filed_at: "2025-12-29T23:59:59+00:00"
generated_at: "2026-05-16T12:10:31.884859+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# New Era Energy & Digital to buy SharonAI's 50% stake in Texas Critical Data Centers for $70M

## Summary
- Acquires SharonAI's 50% interest in TCDC, a JV developing an AI Factory on 438 acres in Ector County, TX.
- Consideration: $10M cash, $10M in stock/units, $50M convertible note maturing June 30, 2026; $150k non-refundable deposit due in 14 days.
- Condition: Sharon must reimburse New Era ~$2.55M for land funding by Jan 9, 2026; definitive agreements due by Jan 15, 2026.
- TCDC completed purchase of additional 203 acres for $5.1M on Dec 19, 2025, adjacent to existing 235 acres.
- 30-day exclusivity period; Sharon not subject to non-compete; New Era files S-3 by Jan 23, 2026 for equity payment.

## SEC filing metadata
- accession: 0001213900-25-125498
- form_type: 8-K
- ticker: NUAI
- cik: 0002028336
- company_name: New ERA Energy & Digital, Inc.
- filed_at: 2025-12-29T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2028336/000121390025125498/0001213900-25-125498-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2028336/000121390025125498/ea0270672-8k_newera.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-125498
- JSON: https://secwatch.observer/filing/0001213900-25-125498.json
- Plain text: https://secwatch.observer/filing/0001213900-25-125498.txt

## Key facts
- M&A Transactions
  New ERA Energy & Digital, Inc. completed an acquisition involving Odessa Industrial Development Corporation d/b/a Grow Odessa for $5,100,000 (closed 2025-12-19).
  - Action: acquisition
  - Counterparty: Odessa Industrial Development Corporation d/b/a Grow Odessa
  - Consideration: $5,100,000
  - Closing: 2025-12-19
  source text: On December 19, 2025, TCDC completed its previously announced acquisition of approximately 203 acres of real property located in Block 41, T-2-S, T&P RR Co. Survey, Ector County, Texas (the “ Additional 203 Acres ”) pursuant to a Contract to Purchase dated November 21, 2025, between TCDC and Odessa Industrial Development Corporation d/b/a Grow Odessa, from whom TCDC previously purchased a contiguous 235 acres of land from on July 25, 2025. The total price for the Additional 203 Acres was $5,100,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000121390025125498/0001213900-25-125498-index.htm
- Material Agreements
  New ERA Energy & Digital, Inc. entered into Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC with SharonAI Inc., a subsidiary of SharonAI Inc. Holdings Inc. (SharonAI) valued at $70,000,000 (effective 2025-12-19).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: SharonAI Inc., a subsidiary of SharonAI Inc. Holdings Inc. (SharonAI)
  - Value: $70,000,000
  - Effective: 2025-12-19
  source text: On December 19, 2025, New Era Energy & Digital Inc. (“ New Era ” or the “ Company ”) and SharonAI Inc., a subsidiary of SharonAI Inc. Holdings Inc. (“ SharonAI ”), entered into a Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC (the “ Term Sheet ”), setting forth the terms and conditions for the sale by SharonAI of 100% of its 50% interest in Texas Critical Data Centers LLC (“ TCDC ”) to New Era. TCDC is a joint venture between SharonAI and New Era formed to fund, develop, and construct a data center site project with behind the meter natural gas-fired power in Ector County, Texas. The Term Sheet obligates SharonAI and New Era to negotiate and execute customary definitive agreements in good faith that incorporate the terms of the Term Sheet and contain other customary terms and conditions, as expeditiously as possible, and no later than January 15, 2026. The consideration New Era will pay SharonAI for the interests of TCDC will be an aggregate of $70,0
  evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000121390025125498/0001213900-25-125498-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.