8-K
New ERA Energy & Digital, Inc. (NUAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
December 19, 2025
Date of Report (Date of earliest event reported)
NEW ERA ENERGY & DIGITAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-42433 | 99-3749880 |
|---|---|---|
| (State or Other Jurisdiction <br><br>of Incorporation) | (Commission File Number) | (I.R.S. Employer <br><br>Identification Number) |
| 4501 Santa Rosa Dr.Midland, TX | 79707 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(432) 695-6997
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | NUAI | The Nasdaq Stock Market LLC |
| Warrants | NUAIW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material DefinitiveAgreement.
On December 19, 2025, New Era Energy & Digital Inc. (“New Era” or the “Company”) and SharonAI Inc., a subsidiary of SharonAI Inc. Holdings Inc. (“SharonAI”), entered into a Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC (the “Term Sheet”), setting forth the terms and conditions for the sale by SharonAI of 100% of its 50% interest in Texas Critical Data Centers LLC (“
TCDC
”) to New Era. TCDC is a joint venture between SharonAI and New Era formed to fund, develop, and construct a data center site project with behind the meter natural gas-fired power in Ector County, Texas.
The Term Sheet obligates SharonAI and New Era to negotiate and execute customary definitive agreements in good faith that incorporate the terms of the Term Sheet and contain other customary terms and conditions, as expeditiously as possible, and no later than January 15, 2026.
The consideration New Era will pay SharonAI for the interests of TCDC will be an aggregate of $70,000,000, of which, (a) $10,000,000 will be payable in cash, with (i) $150,000 payable as a non-refundable deposit within 14 days of December 19, 2025, and (ii) $9,850,000 payable upon the occurrence of certain events, but no later than March 31, 2026; (b) $10,000,000 will be payable in common stock or other units of New Era upon the occurrence of certain events, but no later than March 31, 2026; and (c) $50,000,000 will be payable by issuance of a senior secured convertible promissory with a right of SharonAI to convert 20% of the amount owed into common stock of New Era and which matures and is due June 30, 2026.
The sale of the interests of TCDC are subject to the condition that SharonAI reimburse New Era for SharonAI’s portion of the amount required to be contributed to TCDC for TCDC to purchase the Additional 203 Acres (as defined below) on or before January 9, 2026, which amount is approximately $2,550,000.
Both parties are prohibited from, and must ensure that their directors, shareholders, employees, professional advisers and related entities do not solicit, consider, accept or otherwise pursue and contemplate other proposals in respect of the specific transaction set forth in the Term Sheet for a period of 30 days commencing on the date of execution of the Term Sheet.
The description ofthe Term Sheet is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as anexhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Dispositionof Assets.
On December 19, 2025, TCDC completed its previously announced acquisition of approximately 203 acres of real property located in Block 41, T-2-S, T&P RR Co. Survey, Ector County, Texas (the “Additional 203 Acres”) pursuant to a Contract to Purchase dated November 21, 2025, between TCDC and Odessa Industrial Development Corporation d/b/a Grow Odessa, from whom TCDC previously purchased a contiguous 235 acres of land from on July 25, 2025. The total price for the Additional 203 Acres was $5,100,000. The intent is for a third-party to build gas-fired power generation on-site.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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Cautionary Note Regarding Forward-LookingStatements
This Current Report on Form 8-K (the “Report”) contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this Report, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this Report relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (a) our ability to effectively operate our business segments; (b) our ability to manage our research, development, expansion, growth and operating expenses; (c) our ability to evaluate and measure our business, prospects and performance metrics; (d) our ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry; (e) our ability to respond and adapt to changes in technology and customer behavior; (f) our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and (g) other factors (including the risks contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024). Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 23, 2025
| NEW ERA ENERGY & DIGITAL INC. | |
|---|---|
| By: | /s/ E. Will Gray II |
| Name: | E. Will Gray II |
| Title: | Chief Executive Officer |
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Exhibit 10.1
| Sharon AI Inc<br><br><br><br>745 Fifth Avenue, Suite 500<br><br><br><br>New York, NY 10151 |
|---|
December 19, 2025
BY EMAIL
Mr. E. Will Gray II
Chairman and Chief Executive Officer
New Era Energy & Digital Inc
4501 Santa Rosa Drive,
Midland, Texas 79707
| Subject: | Binding Term Sheet for Acquisition of Interest in Texas Critical Data Centers, LLC (TCDC) |
|---|
Sharon and NUAI (each as defined below) are entering into this binding term sheet (this “Term Sheet”) setting forth the general terms and conditions of Sharon’s sale of 100% of its 50% interest in Texas Critical Data Centers LLC to NUAI (the “Transaction”). Upon execution by the parties, this Term Sheet shall constitute a binding agreement that will serve as an interim agreement between the parties until such date as customary definitive agreements (“Transaction Documents”) are executed by the parties. The parties agree to negotiate Transaction Documents in good faith that shall incorporate the terms of this Term Sheet and contain other customary terms and conditions to be negotiated in good faith by the parties, and to execute the Transaction Documents as expeditiously as possible, and no later than 15 January 2026 (the “Signing Date”).
| 1. | Sharon Details | SharonAI Inc<br><br> <br>Suite 500<br><br> <br>745 Fifth Avenue<br><br> <br>New York, NY 10151<br><br> <br>“Sharon” or “Vendor” |
|---|---|---|
| 2. | Sharon Notices | Chief Legal Officer<br><br> <br>legal@sharonai.com<br><br> <br><br><br> <br>with a copy to:<br><br> <br><br><br> <br>Mr. James Manning<br><br> <br>Chairman<br><br> <br>james@sharonai.com<br><br> <br><br><br> <br>and Sharon Legal<br><br> <br>**** |
| 3. | Sharon Legal: | Mr. Chad Ensz<br><br> <br>Sheppard Mullin<br><br> <br>12275 El Camino Real, Suite 100<br><br> <br>San Diego, CA 92130-4092, USA<br><br> <br>censz@sheppardmullin.com |
| 4. | Purchaser: | New Era Energy & Digital Inc<br><br> <br>4501 Santa Rosa Drive,<br><br> <br>Midland, Texas 79707<br><br> <br>(“NUAI” or “Purchaser”) |
| Sharon AI Inc<br><br><br><br>745 Fifth Avenue, Suite 500<br><br><br><br>New York, NY 10151 | ||
| --- | ||
| 5. | Purchaser Notices: | E. Will Gray II<br><br> <br>Chairman and Chief Executive Officer<br><br> <br>will@newerainfra.ai |
| --- | --- | --- |
| 6. | Purchaser Legal: | Katherine Terrell Frank, Partner<br><br> <br>Vinson & Elkins<br><br> <br>2001 Ross Avenue, Ste.3900<br><br> <br>Dallas, Texas 75201<br><br> <br>kfrank@velaw.com |
| 7. | Target Asset | Texas Critical Data Centres LLC<br><br> <br>(“TCDC”)<br><br> <br>being a 50/50 joint venture between Purchaser and Sharon<br><br> <br>Undertaking a project in Ector County, TC, undertaking an AI Factory<br> project on 438 acres of land. |
| 8. | Transaction description | Sale of the entire interest in TCDC held by Sharon to Purchaser<br>for a total of seventy million dollars ($70,000,000), pursuant to the proposed Transaction Documents. |
| 9. | Payment/Consideration: | The contract for sale of member interest for a aggregate consideration of $70,000,000, is stated as follows: |
| --- | --- | --- |
| 1. Deposit: | ||
| Total payment of $10,000,000 to be paid by Purchaser to Sharon in cash by wire transfer(s): | ||
| i. $150,000 to be paid within 14 days of the date of this Term Sheet as a non-refundable deposit; and | ||
| ii. $9,850,000 to be paid on the earlier of (a) Purchaser’s receipt of funds from the Purchaser’s next bona fide equity capital offering (the “S3 Round”), and (b) a date no later than 31 March 2025, | ||
| iii. And in all circumstances, the S3 must be filed with the SEC on or before January 23, 2026. | ||
| 2. Equity Payment: | ||
| --- | ||
| Total payment of $10,000,000 to be paid by Purchaser to Sharon in shares of common stock, par value $0.0001 per share of Purchaser (“Purchaser Common Stock”) equal to the terms of the S3 Round offered to new investors. If the S3 Round involves more than solely shares of Purchaser Common Stock, such as, but not limited to, shares of Purchaser Common Stock together with warrants to purchase shares of Purchaser Common Stock (such security or securities referred to herein as “Units”), then in such Units: |
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| Sharon AI Inc<br><br><br><br>745 Fifth Avenue, Suite 500<br><br><br><br>New York, NY 10151 | |
|---|---|
| The number of Shares/Units will be equal to: | |
| --- | |
| $10,000,000 divided by the price per Share/Unit sold in the S3 Round. | |
| Purchaser will agree to file the S-3 Registration statement on or before January 23, 2026. The Shares/Units will be issued to Sharon upon the closing of the S3 Round, but not later than 31 March 2026 | |
| The Shares/Units issued to Sharon shall be issued in a registered direct offering pursuant to a registration statement and freely tradable and not subject to any lock-up or other restrictions on transfer. | |
| Ownership Restriction: At no time under the terms of this Equity Payment, shall Sharon hold a position greater than 9.99% of the Purchaser. | |
| 3. Senior Secured Convertible Promissory Note: | |
| Total payment of $50,000,000 to be paid by Purchaser to Sharon by issuance of a senior secured convertible promissory note (the “Note”) with a right of Sharon to convert 20% of the note into Purchaser Common Stock, based on the prior 30-day VWAP based upon the due date of the Note. | |
| The Note will be secured by all of Purchaser’s ownership and other interests in TCDC and guaranteed by TCDC and secured by all of the assets of TCDC | |
| The Note shall have other terms and conditions consistent with market standard loans of this nature. | |
| The Due Date for the Promissory Note shall be 30 June 2026. | |
| Conditions Precedent: | The following items are conditions to closing the Transaction: |
| --- | --- |
| 1. TCDC 203-Acre Land Acquisition: The Purchaser agrees to fund Sharon’s portion of the 203-acre land acquisition, in the amount of $2.5 million (the “Land Funding”) so that closing can occur on or before December 19^th^. | |
| 2. Mandatory Land Funding Reimbursement: Sharon shall reimburse Purchaser for Sharon’s portion of the Land Funding in the amount of $2.5 million on or before January 9, 2026. |
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| Sharon AI Inc<br><br><br><br>745 Fifth Avenue, Suite 500<br><br><br><br>New York, NY 10151 | ||
|---|---|---|
| 3. NoRestrictive Covenants: Sharon shall not be required to agree to any restrictive covenant in connection with the Transaction<br>(including, without limitation, any covenant not to compete) or any release of claims other than a release in customary form of claims<br>arising solely in Sharon’s capacity as a member of TCDC. | ||
| --- | ||
| 10. | Representations and Warranties<br><br> <br>**** | The representations and warranties to be made by Sharon in connection<br> with the Transaction shall be limited to representations and warranties related to authority, ownership and the ability to convey title<br> to its ownership interest in TCDC, including, but not limited to, representations and warranties that (i) Sharon holds all right, title<br> and interest in and to its ownership interest in TCDC, free and clear of all liens and encumbrances (other than those imposed by securities<br> laws and the TCDC governing documents, (ii) the obligations of Sharon in connection with the Transaction have been duly authorized, if<br> applicable, (iii) the documents to be entered into by Sharon have been duly executed by Sharon and delivered to the Purchaser and are<br> enforceable (subject to customary limitations) against Sharon in accordance with their respective terms; and (iv) neither the execution<br> and delivery of documents to be entered into by Sharon in connection with the Transaction, nor the performance of Sharon’s obligations<br> thereunder, will cause a breach or violation of the terms of any agreement to which Sharon is a party, or any law or judgment, order or<br> decree of any court or governmental agency that applies to Sharon. |
| --- | --- | --- |
| 11. | Exchange and Closing Date | The parties undertake to use best commercial endeavors to enter Transaction<br> Documents by the Signing Date, or such other date as the parties may mutually agree.<br><br> <br><br><br> <br>Initial drafting of the Transaction Documents shall be prepared<br>by Sharon. |
| 12. | Anticipated Transaction Documents: | It is anticipated the Transaction Documents will include the following: |
| --- | --- | --- |
| 1. Membership sale agreement | ||
| 2. Share subscription agreement | ||
| 3. Note | ||
| 4. Guarantee | ||
| 5. Security documents (security agreement and pledge) | ||
| 13. | Exclusivity | Both parties are prohibited from and must ensure that their directors, shareholders, employees, professional advisers and related entities do not solicit, consider, accept or otherwise pursue and contemplate other proposals in respect of the specific Transaction for a period of 30 days commencing on the date of execution of this term sheet (Exclusivity Period). |
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| Sharon AI Inc<br><br><br><br>745 Fifth Avenue, Suite 500<br><br><br><br>New York, NY 10151 | ||
|---|---|---|
| During the Exclusivity Period, the parties will conduct due diligence<br> on each other as they deem appropriate and each party agrees to provide such reasonable assistance to the other party to assist them with<br> their due diligence enquiries.<br><br> <br><br><br> <br>During the Exclusivity Period the Purchaser and Sharon will jointly<br> negotiate executable documents, working in good faith and in accordance with the terms set out in this letter. Both parties undertake<br> to get appropriate consents and approvals required by either party prior to the end of the Exclusivity Period. | ||
| --- | --- | --- |
| 14. | Break Fee | Not currently used. |
| 15. | Announcements | Neither party shall (orally or in writing) publicly disclose, issue<br> any press release or make any other public statement, or otherwise communicate with the media, concerning the existence of this Term Sheet<br> or the subject matter hereof, without the prior written approval of the other party [(which shall not be unreasonably withheld, conditioned<br> or delayed)], except if and to the extent that such party is required to make any public disclosure or filing (“Required Disclosure”)<br> regarding the subject matter of this Term Sheet (i) by applicable law, (ii) pursuant to any rules or regulations of any securities exchange<br> of which the securities of such party or any of its affiliates are listed or traded, or (iii) in connection with enforcing its rights<br> under this Term Sheet. In each case pursuant to clauses (i) or (ii) of this Section 16, the party making any Required Disclosure shall<br> consult with the other party regarding the substance of the Required Disclosure and provide the other party a reasonable opportunity (taking<br> into account any legally mandated time constraints) to review and comment on the content of the Required Disclosure prior to its publication<br> or filing. |
| 16. | Confidentiality | Keep Confidential<br><br> <br><br><br> <br>Subject to the terms of this Term Sheet,<br>each party agrees to keep the terms and conditions of this Term Sheet and any other information they may obtain concerning the business<br>or affairs of the other party or the affairs of the other party confidential and will not make any disclosure of same without the prior<br>written consent of the other party, which will lapse at the earlier of closing of the Transaction or termination of this Term Sheet. |
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| Sharon AI Inc<br><br><br><br>745 Fifth Avenue, Suite 500<br><br><br><br>New York, NY 10151 | ||
|---|---|---|
| Permitted Disclosure | ||
| --- | --- | --- |
| Nothing contained in this clause entitled “Confidentiality”<br>will prevent the disclosure of any of the terms and conditions of this Term Sheet by any party where such disclosure: | ||
| 1. is of information already in the public domain; | ||
| 2. is made to their respective agents, officers or employees in their discretion, and to their respective legal counsel, advisors and representatives on a need to know basis; | ||
| 3. is required by any law of any jurisdiction or order of any court of competent jurisdiction; | ||
| 4. or is required pursuant to the rules or regulations of any other stock exchange or securities regulator. | ||
| 17. | Costs | Each party will bear its own expenses incurred in connection with this<br> Term Sheet and negotiation and drafting of any Transaction Documents, which for clarity shall include legal, accounting, and consulting<br> expenses. |
| 18. | Binding Terms | The provisions of this Term Sheet shall be binding obligations of the parties, enforceable in accordance with their terms. The parties shall execute Transaction Documents promptly after the date hereof. |
| 19. | Other Terms | The Transaction Documents will also contain such other terms which are customary for a sale of this nature. |
| 20. | Amendments | This Term Sheet represents the entire agreement between the parties and supersedes all prior discussions, agreements, and understandings. Any modification or variation of this Term Sheet must be in writing and signed by both parties. |
| 21. | Governing Law | This Term Sheet shall be subject to Delaware Law, United States of America. |
All figures present in the draft are in USD.
We look forward to working to Transaction Documents with you and your team.
Regards,
SharonAI Inc
| /s/ James Manning | |
|---|---|
| James Manning | |
| Email: | james@sharonai.com |
| Mobile: | +61 499 400 900 |
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| Sharon AI Inc<br><br><br><br>745 Fifth Avenue, Suite 500<br><br><br><br>New York, NY 10151 |
|---|
AGREED AND ACCEPTED
On behalf of New Era Energy & Digital Inc.
| Signature: | /s/ E. Will Gray II |
|---|---|
| Name: | E. Will Gray II |
| Title: | Chairman and Chief Executive Officer |
| Date: | December 19^th^, 2025 |
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