NUAI · New Era Energy & Digital, Inc.

This 8-K reports the outcome of a critical shareholder vote enabling New Era Energy & Digital, Inc. to proceed with an unregistered equity issuance tied to its January 16, 2026 Membership Interest Purchase Agreement with SharonAI, Inc. The overwhelming approval of Proposal One — 97.4% of votes cast in favor — confirms broad shareholder alignment with the strategic transaction, though the actual number of shares to be issued remains unspecified in this filing. Because the issuance exceeds Nasdaq’s Share Cap, regulatory compliance required this separate vote under Nasdaq Rules 5635(a) and 5635(b), making it a material corporate governance and capital markets event. The quorum of 42.06% of outstanding shares — while modest — was sufficient to conduct business, and the concurrent approval of adjournment authority signals management’s preparedness to address any procedural hurdles to finalizing the deal. As the issuance is unregistered, investors should anticipate future disclosures regarding exemption reliance (e.g., Rule 506(c)), investor accreditation status, and potential dilution impact — none of which are provided here. The absence of quantitative terms (e.g., share count, valuation, use of proceeds) limits immediate financial assessment but underscores that definitive terms reside in the underlying agreement and related SEC filings referenced in the Proxy Statement.