New Era Energy & Digital (NUAI) Proxy filing summary

Executive summary

• Special Meeting postponed to April 16, 2026, to allow for supplemental disclosure and additional voting time.

• Main focus is approval of share issuance to SharonAI, Inc. under a Membership Interest Purchase Agreement.

• Acquisition of SharonAI's equity interests in TCDC valued at $70 million, with payment in cash, equity, and a senior secured convertible note.

• Underwritten public offering closed on April 10, 2026, raising approximately $100 million.

• As of April 10, 2026, 93,522,797 shares are issued and outstanding.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock in excess of the 19.99% Share Cap to SharonAI, as required by Nasdaq rules.

• Proposal 2: Approve adjournment of the Special Meeting if more time is needed to obtain a quorum or solicit proxies.

• Board recommends voting "FOR" both proposals.

Board of directors and corporate governance

• Audit Committee and Board reviewed and approved related party transactions, including the Shareholder Note to a >5% shareholder.

• Board recommends all proposals and provides guidance on proxy voting and revocation.