---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-041499"
form_type: "8-K"
ticker: "NUAI"
cik: "0002028336"
company_name: "New ERA Energy & Digital, Inc."
filed_at: "2026-04-08T23:59:59+00:00"
generated_at: "2026-05-15T06:56:34.777437+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# New Era Energy secures up to $290M term loan from Macquarie; shareholder class action filed

## Summary
- Term loan facility of up to $290M in four tranches with Macquarie Equipment Capital; matures April 2029.
- Interest at Term SOFR plus 5.50% (A-1/A-2) or 7.75% (A-3/Delayed Draw); includes MOIC premium on prepayment.
- Company must close an underwritten equity offering of at least $30M within 60 days of closing.
- Warrants for up to 1,164,144 shares issued at 120% of VWAP (floor $4.30); 1,000,520 shares sold at $5.00 each.
- Securities class action lawsuit filed April 1, 2026 alleging violations from Nov 2024 to Dec 2025.

## SEC filing metadata
- accession: 0001213900-26-041499
- form_type: 8-K
- ticker: NUAI
- cik: 0002028336
- company_name: New ERA Energy & Digital, Inc.
- filed_at: 2026-04-08T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2028336/000121390026041499/0001213900-26-041499-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2028336/000121390026041499/ea0285353-8k_newera.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-041499
- JSON: https://secwatch.observer/filing/0001213900-26-041499.json
- Plain text: https://secwatch.observer/filing/0001213900-26-041499.txt

## Key facts
- Debt Financings
  New ERA Energy & Digital, Inc. incurred credit facility of up to $290,000,000 with Macquarie Equipment Capital Inc. at Term SOFR plus the Applicable Rate, which is 5.50% per annum for Term Loan A-1 a maturing April 8, 2029.
  - Instrument: credit facility
  - Principal: up to $290,000,000
  - Counterparty: Macquarie Equipment Capital Inc.
  - Rate: Term SOFR plus the Applicable Rate, which is 5.50% per annum for Term Loan A-1 a
  - Maturity: April 8, 2029
  - Event: incurrence
  source text: The Term Loan Agreement provides for a senior secured term loan credit facility of up to $290,000,000, consisting of the following tranches: (i) a $20,000,000 committed Term Loan A-1, (ii) a $30,000,000 Term Loan A-2, (iii) a $40,000,000 Term Loan A-3, and (iv) a $200,000,000 Delayed Draw Term Loan (collectively, the “Loans”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000121390026041499/0001213900-26-041499-index.htm
- Equity Issuances
  New ERA Energy & Digital, Inc. issued up to 1,164,144 shares of Common Stock of warrant to Macquarie Equipment Capital Inc. for exercise price equal to the product of (i) 120% multiplied by (ii) the five-day volume weighted average price of the Company’s Common Stock as of the date of is.
  - Security: warrant
  - Shares: up to 1,164,144 shares of Common Stock
  - Purchaser: Macquarie Equipment Capital Inc.
  - Consideration: exercise price equal to the product of (i) 120% multiplied by (ii) the five-day volume weighted average price of the Company’s Common Stock as of the date of is
  source text: the Company will issue to the Lender warrants to purchase shares of common stock of the Company, par value $0.0001 per share (the “Common Stock” and such warrants, the “Warrants”). Under the terms of the Warrants, the Lender will be entitled to purchase up to 1,164,144 shares of Common Stock, at an exercise price equal to the product of (i) 120% multiplied by (ii) the five-day volume weighted average price of the Company’s Common Stock as of the date of issuance of the Warrants, subject to a minimum price floor of $4.30.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000121390026041499/0001213900-26-041499-index.htm
- Material Agreements
  New ERA Energy & Digital, Inc. entered into Term Loan Agreement with Macquarie Equipment Capital Inc. valued at up to $290,000,000 (effective 2026-04-08).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Macquarie Equipment Capital Inc.
  - Value: up to $290,000,000
  - Effective: 2026-04-08
  source text: On April 8, 2026, Texas Critical Data Centers LLC, a Delaware limited liability company (the “Borrower”), a subsidiary of New Era Energy & Digital, Inc., a Nevada corporation (the “Company” or “New Era”), entered into a Term Loan Agreement (the “Term Loan Agreement”) with Macquarie Equipment Capital Inc., a Delaware corporation (“Macquarie”), acting as administrative agent and lender (the “Lender”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2028336/000121390026041499/0001213900-26-041499-index.htm

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