---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-005330"
form_type: "8-K"
ticker: "NUAI"
cik: "0002028336"
company_name: "New ERA Energy & Digital, Inc."
filed_at: "2026-01-20T23:59:59+00:00"
generated_at: "2026-05-16T09:37:51.377544+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# New Era acquires remaining 50% of TCDC for $70M; partners with Primary Digital to co-develop 1+ GW campus

## Summary
- Closed acquisition of SharonAI's 50% interest in Texas Critical Data Centers for $70M: $10M cash, $10M equity, $50M convertible note.
- Convertible note carries 10% interest, matures June 30, 2026; conversion price floored at 20% of $4.33 closing price.
- Waiver with ATW AI Infrastructure reduces warrant exercise price to $2.00 and opens up to $60M in convertible preferred stock negotiations.
- Partners with Primary Digital Infrastructure to co-develop a 1+ gigawatt hyperscale data center campus in Ector County, Texas.
- Expects to sign a hyperscale anchor tenant in line with previous guidance; project shifts from planning to execution.

## SEC filing metadata
- accession: 0001213900-26-005330
- form_type: 8-K
- ticker: NUAI
- cik: 0002028336
- company_name: New ERA Energy & Digital, Inc.
- filed_at: 2026-01-20T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2028336/000121390026005330/0001213900-26-005330-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2028336/000121390026005330/ea0273263-8k425_newera.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-005330
- JSON: https://secwatch.observer/filing/0001213900-26-005330.json
- Plain text: https://secwatch.observer/filing/0001213900-26-005330.txt

## Key facts
- Debt Financings
  New ERA Energy & Digital, Inc. incurred senior notes of $50 million with SharonAI, Inc. at 10% per annum maturing June 30, 2026.
  - Instrument: senior notes
  - Principal: $50 million
  - Counterparty: SharonAI, Inc.
  - Rate: 10% per annum
  - Maturity: June 30, 2026
  - Event: incurrence
  source text: (a) $10 million is payable in cash, (b) $10 million is payable in equity securities to be issued in connection with the Company’s next equity financing transaction, and (c) $50 million is payable in the form of a senior secured convertible promissory note (the “ Convertible Note ”) (described further below). The entirety of the acquisition consideration is
  evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000121390026005330/0001213900-26-005330-index.htm
- Material Agreements
  New ERA Energy & Digital, Inc. entered into Purchase Agreement with SharonAI, Inc. (effective 2026-01-16).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: SharonAI, Inc.
  - Effective: 2026-01-16
  source text: On January 16, 2026, New Era Energy & Digital, Inc. (the “ Company ”) completed its previously announced acquisition of SharonAI, Inc.’s (“ SharonAI ”) equity interests in Texas Critical Data Centers LLC (“ TCDC ”) pursuant to the Membership Interest Purchase Agreement, dated as of January 16, 2026, by and between the Company and SharonAI (the “ Purchase Agreement ” and the transactions contemplated thereby, the “ Transaction ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000121390026005330/0001213900-26-005330-index.htm

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