Monitor for potential dilution when the $5 million note converts to equity at maturity. The 1.02x repayment premium and 5% interest represent significant financing costs for a small-cap company. Watch for updates on the TCDC Project Credit Facility which could trigger conversion.
Price Chart
Executive Summary
New ERA Energy & Digital issued a $5 million convertible promissory note to shareholder Zachary Yi Zhou, creating a direct financial obligation and unregistered sale of equity securities. The note matures on the earliest of September 30, 2026, funding of a data center project, or a qualified equity financing, and converts to common stock at maturity.
Key Financial Metrics
Key Facts
- Company issued a $5 million convertible promissory note to shareholder Zachary Yi Zhou
- Note bears 5% interest payable in shares at maturity and includes a 1.02x repayment premium
- Principal and interest convert to common stock at maturity based on volume-weighted average price
- Maturity triggered by multiple events including September 30, 2026 deadline or project financing
- This filing reports both debt creation (Item 2.03) and unregistered equity sale (Item 3.02)
Financial Impact
Creates $5 million debt obligation with 5% interest and 1.02x repayment premium, convertible to equity
Risk Factors
- Significant dilution when $5 million note converts to equity
- 1.02x repayment premium and 5% interest represent high financing costs
- Default interest rate jumps to 18% if payments are missed
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-040470 |
| Document: ea0285056-8k_new.htm | 0001213900-26-040470 |
| Document: 0001213900-26-040470-index-headers.html | 0001213900-26-040470 |
| Document: 0001213900-26-040470-index.html | 0001213900-26-040470 |
| Document: 0001213900-26-040470.txt | 0001213900-26-040470 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jun 3, 2026 17w ago | 8-K | $1.80 $2.46 | ▲ +36.67% | ▲ +34.17% | — |
May 28, 2026 18w ago | 8-K | $1.80 $2.21 | ▲ +22.78% | ▲ +21.59% | — |
May 22, 2026 19w ago | EFFECT | $1.80 $2.56 | ▲ +42.22% | ▲ +39.03% | — |
May 19, 2026 19w ago | 8-K | $1.80 $2.44 | ▲ +35.28% | ▲ +30.27% | — |
May 18, 2026 19w ago | S-3/A | $1.80 $2.41 | ▲ +33.89% | ▲ +27.60% | — |
Apr 27, 2026 22w ago | 8-K | $1.80 $2.61 | ▲ +45.00% | ▲ +40.22% | — |
Apr 22, 2026 23w ago | EFFECT | $1.80 $1.87 | ▲ +3.61% | ▼ −1.17% | — |
Apr 17, 2026 24w ago | 8-K | $1.80 $2.05 | ▲ +13.89% | ▲ +7.12% | — |
Apr 10, 2026 25w ago | S-3 | $1.80 $2.24 | ▲ +24.44% | ▲ +15.52% | — |
Apr 10, 2026 25w ago | DEFA14A | $1.80 $2.24 | ▲ +24.44% | ▲ +15.52% | — |
US Market Status
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