New Era Energy & Digital, Inc. Form 8-K Filing

New Era Energy & Digital, Inc. has issued a promissory note amounting to $5,000,000 to Zachary Yi Zhou, a significant shareholder. This note, initially dated March 31, 2026, was amended and restated on April 6, 2026. The note matures on the earliest of September 30, 2026, the closing of the TCDC Project Credit Facility, or a Qualified Equity Financing. It carries an annual interest rate of 5.00%, payable on the Maturity Date. Importantly, the note is convertible into shares of the Company's common stock at a price determined by the terms of a Qualified Equity Financing or the average volume-weighted average price over the 30 trading days preceding the Maturity Date if no such financing occurs. The repayment includes a 1.02x premium. The company has also incorporated information regarding this note into the sections on the creation of a direct financial obligation and unregistered sales of equity securities. The filing includes the Amended and Restated Promissory Note as an exhibit.