8-K: New Era Energy Acquires Full Control of Texas Data Center JV

New Era Energy & Digital, Inc. is set to acquire SharonAI Inc.'s 50% interest in Texas Critical Data Centers LLC for $70 million, gaining full ownership of the Ector County data center project.

Summary

• New Era Energy & Digital, Inc. (New Era) entered into a Binding Term Sheet on December 19, 2025, to acquire 100% of SharonAI Inc.'s (SharonAI) 50% interest in Texas Critical Data Centers LLC (TCDC).
• The total consideration for the acquisition is $70,000,000.
• The consideration includes a $10,000,000 cash payment, with $150,000 as a non-refundable deposit due within 14 days of December 19, 2025, and the remaining $9,850,000 due by March 31, 2026, or earlier upon receipt of funds from New Era's next equity capital offering (S3 Round).
• An additional $10,000,000 will be paid in New Era common stock or other units, also due by March 31, 2026, upon the closing of the S3 Round.
• The remaining $50,000,000 will be paid through the issuance of a senior secured convertible promissory note, which matures on June 30, 2026, and grants SharonAI the right to convert 20% of the amount owed into New Era common stock.
• TCDC completed the acquisition of an additional 203 acres of real property in Ector County, Texas, for $5,100,000 on December 19, 2025, bringing its total land holdings to 438 acres.
• SharonAI is obligated to reimburse New Era approximately $2,550,000 for its portion of the 203-acre land acquisition funding by January 9, 2026.
• New Era and SharonAI are prohibited from soliciting or pursuing other proposals for this transaction for a 30-day exclusivity period commencing December 19, 2025.
• Definitive agreements are to be negotiated and executed by January 15, 2026.

Sentiment

Score: 7

Explanation: The acquisition represents a strategic expansion and consolidation of a key asset, indicating growth potential in the data center and AI infrastructure space. While it involves significant financial commitments and reliance on future capital raising, the move to full ownership of TCDC and expansion of land for an AI factory with dedicated power generation is a positive strategic step.

Positives

• New Era gains full ownership and control of Texas Critical Data Centers LLC (TCDC), consolidating its strategic assets.
• The acquisition expands TCDC's land holdings by 203 acres, providing more space for the planned AI factory project with behind-the-meter natural gas-fired power.
• The transaction allows New Era to fully integrate and streamline the development of its data center project in Ector County, Texas.

Negatives

• The acquisition involves a significant financial commitment of $70,000,000 for New Era, requiring substantial cash, equity issuance, and debt.
• A portion of the cash and equity payments are contingent on New Era's next bona fide equity capital offering (S3 Round), introducing financing risk.
• SharonAI's reimbursement of $2,550,000 for land funding is a condition precedent to closing, posing a potential risk if not met.

Risks

• New Era's ability to effectively operate its business segments.
• New Era's ability to manage its research, development, expansion, growth, and operating expenses.
• New Era's ability to compete and succeed in a highly competitive and evolving industry.
• New Era's ability to respond and adapt to changes in technology and customer behavior.
• New Era's ability to protect its intellectual property and to develop, maintain, and enhance a strong brand.
• The risk that SharonAI may not reimburse New Era for its portion of the land funding by the specified date.
• The risk that New Era and SharonAI may not successfully negotiate and execute the definitive transaction documents by the January 15, 2026 deadline.
• The inherent uncertainties, risks, and changes in circumstances that could cause actual results to differ materially from forward-looking statements.

Future Outlook

New Era intends to fully develop the Texas Critical Data Centers LLC project as an AI factory on 438 acres of land in Ector County, Texas, with a third-party building on-site natural gas-fired power generation. The company plans to file an S-3 Registration statement by January 23, 2026, for an equity capital offering to help fund the acquisition.

Industry Context

This acquisition positions New Era to capitalize on the growing demand for data center infrastructure, particularly for AI applications, which require significant and reliable power. The strategy to develop behind-the-meter natural gas-fired power aligns with trends seeking energy independence and cost efficiency for large-scale data operations, especially in energy-rich regions like Texas.

Related Party Transactions

• The acquisition of SharonAI Inc.'s 50% interest in Texas Critical Data Centers LLC by New Era Energy & Digital, Inc. is a related party transaction, as TCDC was previously a 50/50 joint venture between the two entities.

Stakeholder Impact

• Shareholders of New Era may experience potential dilution from the $10,000,000 equity payment and the 20% convertibility of the $50,000,000 promissory note, but could benefit from the strategic consolidation and growth potential of the TCDC project.
• SharonAI Inc. will receive $70,000,000 in consideration, exiting its joint venture interest in TCDC.
• Texas Critical Data Centers LLC will become a wholly-owned subsidiary of New Era, potentially leading to more streamlined decision-making and accelerated development of its AI factory project.

Next Steps

• Negotiate and execute customary definitive agreements for the acquisition by January 15, 2026.
• SharonAI to reimburse New Era $2,550,000 for land funding by January 9, 2026.
• New Era to file an S-3 Registration statement for its equity capital offering by January 23, 2026.
• Complete the $10,000,000 cash payment and $10,000,000 equity payment by March 31, 2026.
• A third-party is intended to build gas-fired power generation on-site at the TCDC project.

Key Dates

Keywords

New Era Energy & Digital, SharonAI, Texas Critical Data Centers, TCDC, Data Center, Acquisition, Joint Venture, Natural Gas Power, Ector County, AI Factory, SEC Filing, Form 8-K, Convertible Note, Equity Offering, Real Estate Acquisition