Key Highlights

  • New Era Energy & Digital issued 23,272,727 shares at $2.75 per share for gross proceeds of approximately $64 million in a PIPE transaction expected to close October 30, 2026.
  • Proceeds will be used to repay recent borrowings under its Macquarie Facility and fund Working Capital as the company advances leasing negotiations for 757 MW across Phases 1 and 2 at Texas Critical Data Centers (TCDC).
  • TCDC Phase 1 has secured up to 207 MW of firm, contracted power under a 20-year power purchase agreement, with delivery expected in Q3 2027.
  • Following the closing, the company expects a net cash position alongside up to $200 million in post-lease financing available under its Macquarie facility.

New Era Energy & Digital, Inc. (NASDAQ:NUAI), a Midland, Texas-based developer of large-scale Data Center infrastructure for AI workloads, has entered into a securities purchase agreement for a private Investment in public Equity Financing that is expected to generate approximately $64 million in gross proceeds. The transaction, set to close on October 30, 2026, involves the issuance of 23,272,727 shares of common stock at $2.75 per share. The company intends to use the net proceeds to repay recent borrowings under its Macquarie Credit facility and to fund working capital as it advances negotiations for long-term data center leases covering 757 MW across the first two phases of its flagship Texas Critical Data Centers project.

TCDC: Power Secured, Leasing Negotiations Active

Texas Critical Data Centers, New Era's flagship development, is located on a 493-acre site in the Permian Basin, with total anticipated capacity expected to scale to 1.4 gigawatts over time. The company's development model is built around large acreage, behind-the-meter and grid-connected power, and a modular, phased deployment approach designed to minimize community impact and accelerate time-to-power for hyperscale, enterprise, and edge operators. Phase 1 is the most advanced, with up to 207 MW of firm, contracted power secured under a 20-year power purchase agreement, with delivery expected in the third quarter of 2027. Alongside power, the company reports it has key permits in hand and an experienced in-house development and operations team executing on near-term priorities.

CEO Charlie Nelson framed the capital raise as a financial stabilization step needed to pursue the leasing opportunity from a stronger position. Following the closing, the company expects to hold a net cash position — after repaying the Macquarie borrowings — alongside continued access to up to $200 million in post-lease financing under the Macquarie facility, which becomes available once leases are executed. That contingent facility underscores the degree to which the company's financial trajectory is tied to converting its development Assets and power contracts into signed tenant agreements.

PIPE Structure and Use of Proceeds

The PIPE was arranged with Northland Capital Markets as sole Placement agent. The shares are being issued without registration under the Securities Act of 1933, with New Era committing to file a registration statement for the resale of the shares concurrently with the execution of the securities purchase agreement. Vinson & Elkins served as legal counsel to the company; Faegre Drinker Biddle & Reath LLP acted for the placement agent; and A.G.P./Alliance Global Partners served as Financial Advisor to the company in connection with the transaction.

The $2.75 per share price represents a fixed discount to market, as is typical in PIPE transactions of this type, with the degree of discount reflecting both market conditions at the time of pricing and the need to attract institutional capital without a lengthy registration process. The share count issued — approximately 23.3 million — represents a meaningful increase to the company's outstanding shares, which will be visible to existing holders once the registration statement is declared effective and the shares are freely tradeable.

Data Center Strategy and Competitive Context

New Era's Permian Basin positioning is premised on energy abundance, available acreage, and manageable logistics — factors that also attract traditional oil and gas operators, creating a different competitive dynamic than data center corridors in Northern Virginia or Phoenix. The company's strategy of combining self-generated and contracted power with a large, flexible site is a model being pursued by several emerging data center developers seeking to differentiate from established hyperscale campuses through power security and site scale rather than proximity to existing fiber infrastructure. Execution on the leasing side — specifically the identity and creditworthiness of the tenants the company can attract for 757 MW across Phases 1 and 2 — will determine whether the PIPE proceeds bridge to a self-funding Lease model or require additional capital.

New Era ends October 2026 with a strengthened Balance Sheet position and a clear near-term agenda: close the PIPE, repay the Macquarie borrowings, and convert active leasing negotiations into binding long-term agreements. Phase 1 power delivery in Q3 2027 is the key operational milestone that gives potential tenants a firm in-service date to plan around. Whether the company can close leases before that date — and unlock the contingent Macquarie post-lease facility — will be the most consequential datapoint for shareholders through the first half of 2027.