NUAI · New Era Energy & Digital, Inc.

New Era Energy & Digital, Inc. executed a significant capital raise through an underwritten public offering priced on April 9, 2026, selling 29,850,746 shares at $3.35 to the public (underwriters purchasing at $3.149 net), targeting gross proceeds of $100 million and net proceeds of $93.4 million after discounts. The primary use is to fully repay the senior secured convertible promissory note to SharonAI, Inc., issued as acquisition consideration under a January 16, 2026 Membership Interest Purchase Agreement. This note carries 10% annual interest and matures June 30, 2026, eliminating near-term debt pressure and potential dilution from conversion. Remaining proceeds support general corporate purposes, providing liquidity for a developer and operator of digital infrastructure and power assets. Northland Securities leads as representative, with Texas Capital Securities as co-manager, and holds a 30-day overallotment option for 4,477,611 shares (~15% greenshoe). A 90-day lock-up restricts Company share dispositions, signaling management confidence in valuation. Legal opinion from Anthony, Linder & Cacomanolis, PLLC confirms shares are validly issued, fully paid, and nonassessable. Closing is set for April 10, 2026, via DTC book-entry, subject to standard conditions. This deleveraging transaction strengthens the balance sheet post-acquisition, reduces interest expense, and positions the Company for growth without immediate debt overhang.