New ERA Energy & Digital, Inc. (NUAI): debt financing — New Era Energy issues $5M convertible promissory note to >5% shareholder

New ERA Energy & Digital, Inc.

Principal $5M, interest 5% per annum, payable in common stock at maturity.
Maturity date: earliest of Sep 30, 2026, TCDC project facility funding, qualified equity financing, or acceleration.
Conversion price: for qualified equity financing, price per share in that financing; otherwise 30-day VWAP.
Note includes 1.02x repayment premium; unregistered issuance, registration rights 30 days post-maturity.
Holder Zachary Yi Zhou owns >5% of common stock; transaction approved by Audit Committee and Board.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

New ERA Energy & Digital, Inc. incurred convertible notes of $5,000,000 with Zachary Yi Zhou at 5.00% per annum maturing The earliest to occur of (i) September 30, 2026, (ii) the initial closing and initial funding of the TCDC Project Credit Facility, (iii) the closing of a Qualif.

Instrument: convertible notes
Principal: $5,000,000
Counterparty: Zachary Yi Zhou
Rate: 5.00% per annum
Maturity: The earliest to occur of (i) September 30, 2026, (ii) the initial closing and initial funding of the TCDC Project Credit Facility, (iii) the closing of a Qualif
Event: incurrence

Exact text from the filing

On March 31, 2026, New Era Energy & Digital, Inc. (the “ Company ”) issued a promissory note (the “ Note ”) in the principal amount of $5,000,000 to Zachary Yi Zhou, an individual shareholder of the Company who beneficially owns more than 5% of the Company’s common stock, par value $0.0001 (the “ Common Stock ”).

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

New ERA Energy & Digital, Inc. issued converts to shares of Common Stock of convertible note to Zachary Yi Zhou for $5,000,000 promissory note.

Security: convertible note
Shares: converts to shares of Common Stock
Purchaser: Zachary Yi Zhou
Consideration: $5,000,000 promissory note

Exact text from the filing

On March 31, 2026, New Era Energy & Digital, Inc. (the “ Company ”) issued a promissory note (the “ Note ”) in the principal amount of $5,000,000 to Zachary Yi Zhou, an individual shareholder of the Company who beneficially owns more than 5% of the Company’s common stock, par value $0.0001 (the “ Common Stock ”).

View on SEC.gov

114 debt financings filed in the last 30 days. Browse all debt financings →

New ERA Energy & Digital, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-040470

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