NUAI

Business Context and Reporting Period

Company: New ERA Energy & Digital, Inc. (Nasdaq: NUAI)
Filing Type: Form 8-K (Current Report)
Date: April 8, 2026
Primary Event: Entry into a Material Definitive Agreement (Term Loan Credit Agreement) and associated equity issuances.

Key Financial Metrics and Capital Structure

Debt Facility: Senior secured term loan credit facility of up to $290,000,000.
Tranche Structure:

• Term Loan A-1: $20,000,000 (Committed)
• Term Loan A-2: $30,000,000 (Discretionary)
• Term Loan A-3: $40,000,000 (Discretionary)
• Delayed Draw Term Loan: $200,000,000 (Discretionary)

Interest Rates: Term SOFR plus 5.50% (A-1, A-2) or 7.75% (A-3, Delayed Draw).
Maturity: April 8, 2029.
Equity Issuances:

• Warrants: Up to 1,164,144 shares; Exercise price 120% of 5-day VWAP (floor $4.30); Expiry April 8, 2031.
• Common Stock: 1,000,520 shares sold to Lender at $5.00 per share.

Use of Proceeds: General corporate purposes, prepayment of existing debt, and financing improvements to the flagship data center project.

Material Changes and Covenants

MOIC Premium: Loans are subject to a Multiple on Invested Capital (MOIC) premium ranging from 1.10x to 1.35x depending on the tranche and timing of repayment/prepayment. This premium is fully earned upon execution and due upon any repayment or acceleration.
Equity Offering Covenant: The Company must close an underwritten equity offering resulting in net proceeds of at least $30 million within 60 days of the Closing Date.
Performance Milestones: If, within six months of closing, the Data Center Lease is not executed or aggregate principal drawn is less than $50 million, the Lender may elect to accelerate repayment or require monthly installments of 1/30th of the outstanding principal.

Outlook, Risks, and Contingencies

Legal Contingency: A federal securities class action lawsuit was filed on April 1, 2026, in the U.S. District Court for the Western District of Texas. The complaint alleges violations of federal securities laws regarding securities purchased between November 6, 2024, and December 29, 2025. The Company intends to vigorously defend the claims.
Operational Risks:

• Power Supply: Significant timing and execution risks exist regarding power supply constraints. Delays in interconnection queues for grid power could materially delay the flagship project and cash flow.
• Debt Service: Material indebtedness may require significant cash dedication to debt service, limiting working capital and expansion efforts.
• Refinancing: Risk of inability to refinance at maturity or facing less favorable terms due to market conditions.
• Short Selling: Exposure to short selling strategies that may negatively impact stock price and reputation.

Investor Verification Checklist

• Verify the status of the required underwritten equity offering (minimum $30 million net proceeds) within the 60-day covenant window.
• Confirm the execution status of the Data Center Lease required within six months to avoid loan acceleration.
• Review the full text of the Term Loan Agreement (Exhibit 10.1) for specific definitions of "First Stage" and "Second Stage" loans and associated MOIC calculations.
• Monitor developments in the securities class action lawsuit filed on April 1, 2026.
• Assess the Company's progress on securing power supply agreements to mitigate grid interconnection delays.