{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-042460","form_type":"8-K","ticker":"NUAI","cik":"0002028336","company_name":"New ERA Energy & Digital, Inc.","filed_at":"2026-04-10T23:59:59+00:00","discovered_at":"2026-05-14T18:02:33.406098+00:00","generated_at":"2026-05-15T06:43:38.189469+00:00","sec_items":["3.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.45,"calibrated_materiality_score":0.45,"confidence":"high","headline":"New Era Energy postpones special meeting to Apr. 16, issues shares, prepays convertible note","bullets":["Special meeting postponed to April 16, 2026 for supplemental proxy disclosure; proposals unchanged.","Issued 893,724 shares to SharonAI and 1,522,389 shares to Zachary Zhou under prior agreements.","Company elects to prepay all $50M convertible note to SharonAI on April 24, 2026; up to 20% may convert.","Total shares outstanding post-issuance: 93,522,797 as of April 10, 2026."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-042460","json":"https://secwatch.observer/filing/0001213900-26-042460.json","markdown":"https://secwatch.observer/filing/0001213900-26-042460.md","text":"https://secwatch.observer/filing/0001213900-26-042460.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2028336/000121390026042460/0001213900-26-042460-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2028336/000121390026042460/ea0285834-8k_newera.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T06:43:38.189469+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"185a100ddc729453d3963b46ff2a74a4f69b150d","claim":"New ERA Energy & Digital, Inc. issued 1,522,389 shares of common stock of common stock to Zachary Yi Zhou for pursuant to the previously reported Amended and Restated Promissory Note (the “ Note ”), dated as of April 6, 2026, by and between the Company and Mr. Zhou.","evidence_excerpt":"On April 10, 2026, the Company issued 1,522,389 shares of common stock to Zachary Yi Zhou pursuant to the previously reported Amended and Restated Promissory Note (the “ Note ”), dated as of April 6, 2026, by and between the Company and Mr. Zhou.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2028336/000121390026042460/0001213900-26-042460-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"1,522,389 shares of common stock"},{"label":"Purchaser","value":"Zachary Yi Zhou"},{"label":"Consideration","value":"pursuant to the previously reported Amended and Restated Promissory Note (the “ Note ”), dated as of April 6, 2026, by and between the Company and Mr. Zhou"}],"fact_type":"equity_issuance"},{"claim_id":"496d2b48d5d376cd4f1431475973171f50232cea","claim":"New ERA Energy & Digital, Inc. issued 893,724 shares of common stock of common stock to SharonAI, Inc. for pursuant to the previously reported Membership Interest Purchase Agreement (the “ Purchase Agreement ”), dated January 16, 2026, by and between the Company and.","evidence_excerpt":"On April 10, 2026, the Company issued 893,724 shares of common stock, par value $0.0001 per share (“ common stock ”), to SharonAI, Inc. (“ SharonAI ”) pursuant to the previously reported Membership Interest Purchase Agreement (the “ Purchase Agreement ”), dated January 16, 2026, by and between the Company and SharonAI, Inc.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2028336/000121390026042460/0001213900-26-042460-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"893,724 shares of common stock"},{"label":"Purchaser","value":"SharonAI, Inc."},{"label":"Consideration","value":"pursuant to the previously reported Membership Interest Purchase Agreement (the “ Purchase Agreement ”), dated January 16, 2026, by and between the Company and"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}