---
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"
generated_at: "2026-05-15T06:43:38.189469+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# New Era Energy postpones special meeting to Apr. 16, issues shares, prepays convertible note

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-042460
- JSON: https://secwatch.observer/filing/0001213900-26-042460.json
- Plain text: https://secwatch.observer/filing/0001213900-26-042460.txt

## Key facts
- Equity Issuances
  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.
  - Security: common stock
  - Shares: 1,522,389 shares of common stock
  - Purchaser: Zachary Yi Zhou
  - Consideration: 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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2028336/000121390026042460/0001213900-26-042460-index.htm
- Equity Issuances
  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.
  - Security: common stock
  - Shares: 893,724 shares of common stock
  - Purchaser: SharonAI, Inc.
  - Consideration: pursuant to the previously reported Membership Interest Purchase Agreement (the “ Purchase Agreement ”), dated January 16, 2026, by and between the Company and
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2028336/000121390026042460/0001213900-26-042460-index.htm

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