← New Era Energy & Digital · FinancingEdit
Amended and restated convertible promissory note (Zachary Yi Zhou shareholder loan)
Apr 6, 2026 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$5.0M
Net proceeds
Coupon
5%
Issue date
Apr 6, 2026
Maturity
Sep 30, 2026 (0.5 years)
Seniority
Conversion ratio
n/a
Settlement
shares
Redemption terms
Issuer call date
Issuer call condition
Holder put terms
Make-whole
Repayment subject to a repayment premium of 1.02x the amounts due at the Maturity Date. Converts to common stock at maturity: conversion price is the price per share to the public in a Qualified Equity Financing, or otherwise the average VWAP for the 30 trading days preceding the applicable Maturity Date. May be prepaid in shares of common stock, in whole or in part, at any time. Maturity date shown (September 30, 2026) is the latest possible date — the note matures earlier upon TCDC Project Credit Facility initial funding, a Qualified Equity Financing closing, or acceleration.
Economic analysis
Effective annual cost
5.00%coupon + capped-call cost amortized straight-line over the note's life
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Context
Shares outstanding (as of issue date)
56,775,187
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Other financing outstanding (excl. this instrument)
Equity purchase facility (Fourth A&R EPFA) — up to $1.0 billion of common stock (terminated) ($1.00B), Secured promissory note (shareholder loan from Joel Solis) ($4.0M), Underwritten public offering of common stock at $3.35/share (incl. over-allotment) ($114.9M), Senior secured convertible promissory note issued to SharonAI (prepaid in full) ($50.0M), At-the-market equity program (up to $100 million of common stock) ($100.0M), Standby letter of credit reimbursement agreement (Macquarie Bank Limited) ($116.0M), Warrants issued to Macquarie Equipment Capital Inc. (413,055 shares), Senior secured project term loan (Texas Critical Data Centers LLC) ($290.0M), Private placement of common stock (PIPE) - 23,272,727 shares at $2.75/share ($64.0M)
— of which existing debt
$1.74B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
n/a
Related acquisition
none
Related deal
none
Related site
none
Sources
ClosedNew Era issues $5 million convertible note to 5% shareholder
Apr 6, 2026