Form 8-K Filing Summary

This Form 8-K details a material definitive agreement between New Era Energy & Digital, Inc. and Macquarie Equipment Capital Inc. The agreement involves a senior secured term loan credit facility of up to $290,000,000, consisting of multiple tranches with varying interest rates and maturity dates. Proceeds are designated for corporate purposes and data center project development. The agreement includes customary covenants and events of default, with security interest in the borrower's assets. A condition requires the company to close an equity offering of at least $30 million within sixty days. The filing also covers the issuance of warrants to purchase common stock and a subscription agreement for additional shares. Additionally, a registration rights agreement is established for the resale of these securities. The company is also subject to a shareholder class action lawsuit filed on April 1, 2026, and is updating its risk factors to include risks associated with material indebtedness, potential refinancing challenges, short-selling strategies, and ongoing litigation.