The ATM provides a capital source to fund the $116M LC requirement and project development, but the Texas permit moratorium creates a binary risk to the TCDC timeline. Monitor for any binding tenant lease or development partner announcement, and for updates on the ERCOT audit timeline. The ATM's actual dilution will depend on the pace and price of sales.
Price Chart
Executive Summary
New Era Energy & Digital, Inc. filed a 424B5 prospectus supplement for an at-the-market (ATM) equity offering of up to $100 million in common stock, with Mizuho, B. Riley, Northland, Texas Capital, BTIG, and Roth Capital as sales agents. The company also disclosed a 20-year PPA with Vistra/Luminant for 200-207 MW of power for its Texas Critical Data Center project, but simultaneously flagged a material regulatory risk: Texas Governor Abbott halted data center permits on September 21, 2026, which could delay the project. The ATM adds potential dilution of ~14.3 million shares at the $6.99 reference price, while the PPA requires a $116M letter of credit within 15 business days, creating a near-term cash need that the ATM is likely intended to fund.
Key Facts
- ATM offering of up to $100 million in common stock via sales agents Mizuho, B. Riley, Northland, Texas Capital, BTIG, and Roth Capital.
- Sales agent compensation up to 3.5% of gross proceeds; total offering expenses estimated at ~$725,000.
- As of June 30, 2026, net tangible book value was $138.6 million ($1.30/share); pro forma after full $100M ATM at $6.99/share: $235.6 million ($1.95/share), implying $5.04/share dilution to new investors.
- 106,490,928 shares outstanding as of June 30, 2026; pro forma would be ~120.8 million shares.
- On September 18, 2026, subsidiary TCDC PowerCo entered a 20-year PPA with Luminant for 200-207 MW from a 1,180 MW gas-fired plant in Odessa, TX.
- PPA requires TCDC PowerCo to post a $116 million letter of credit within 15 business days of September 18, 2026, plus up to $82.8 million additional security by the delivery date.
- On September 21, 2026, Texas Governor Abbott directed TCEQ to halt all data center permits pending an ERCOT audit, which may delay air permits for the TCDC project.
- Company is in ongoing commercial negotiations with potential anchor tenants but has no binding lease agreement.
- The ATM is being conducted under the existing $350 million shelf registration (S-3, filed January 23, 2026).
Financial Impact
Up to $100 million in gross proceeds from ATM; $116 million letter of credit due within ~15 business days; estimated offering expenses ~$725,000; dilution of ~$5.04/share to new investors at assumed $6.99 price.
Risk Factors
- Texas data center permit moratorium could materially delay the TCDC flagship project and trigger PPA conditions precedent failure.
- ATM dilution of up to ~14.3 million shares at current prices; actual number of shares sold and price are uncertain.
- Company has no binding anchor tenant lease; commercial negotiations may not result in a definitive agreement.
- PPA requires $116M LC within ~15 business days; failure to post could trigger default and loss of the power agreement.
- Management has broad discretion over use of ATM proceeds, which may not improve financial condition or market value.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001213900-26-102865 |
| Document: 0001213900-26-102865-index-headers.html | 0001213900-26-102865 |
| Document: 0001213900-26-102865-index.html | 0001213900-26-102865 |
| Document: 0001213900-26-102865.txt | 0001213900-26-102865 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 5d ago | SC 13G/A | $2.78 | awaiting T+5 | — | $3.18 (+14.77%) |
Oct 9, 2026 17d ago | SC 13G/A | $4.34 $2.97 | ▼ −31.57% | ▼ −30.07% | $3.18 (−26.61%) |
Oct 8, 2026 19d ago | 8-K | $4.83 $3.33 | ▼ −31.06% | ▼ −30.78% | $3.18 (−34.06%) |
Sep 24, 2026 4w ago | 424B5 | $6.94 $6.37 | ▲ +8.21% | ▲ +7.80% | $3.18 (+54.11%) |
Sep 24, 2026 4w ago | 8-K | $6.94 $6.37 | ▲ +8.21% | ▲ +7.80% | $3.18 (+54.11%) |
Sep 21, 2026 5w ago | 8-K | $7.65 $6.96 | ▼ −9.02% | ▼ −8.00% | $3.18 (−58.37%) |
Sep 21, 2026 5w ago | Press Release | $7.65 $6.96 | ▼ −9.02% | ▼ −8.00% | $3.18 (−58.37%) |
Aug 17, 2026 10w ago | 8-K | $5.13 $5.07 | ▼ −1.17% | ▼ −0.97% | $3.18 (−37.91%) |
Aug 14, 2026 10w ago | Press Release | $5.46 $4.82 | ▼ −11.81% | ▼ −10.62% | $3.18 (−41.67%) |
Aug 11, 2026 10w ago | Press Release | $5.23 $5.13 | ▲ +1.91% | ▲ +1.51% | $3.18 (+39.10%) |
US Market Status
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