🧾 What This Document Is

This is a supplement to a proxy statement (a DEFA14A filing). Think of it as an important update or "addendum" to materials you already received about a company vote.

It has two main jobs:

1. Announce a postponement: The company's special shareholder meeting is now on April 16, 2026 (was April 15).
2. Share new financial details: It reveals major new transactions that happened after the original proxy was sent, which change the financial picture.

👉 Why it matters: If you own stock in New ERA Energy & Digital (NUAIW), this new information could change how you want to vote. The company is giving you a chance to reconsider.

🏢 What The Company Does

New ERA Energy & Digital, Inc. is a company operating at the intersection of energy and technology. While the specific business details aren't the focus of this update, its recent activities show a major strategic move.

👉 In simple terms: They are using stock and debt to acquire a tech business called SharonAI, focusing on data centers (hinted by the "TCDC" asset name, likely a Texas Data Center).

💰 The Big Deal: Financing & Acquisition Updates

This is the core of the supplement. The company finalized a $70 million deal to buy SharonAI's assets and funded it through a complex series of moves.

The Original $70M Deal (Jan 16, 2026)

• $10M paid in cash.
• $10M paid in company stock.
• $50M paid via a senior secured convertible note (a loan that can turn into stock). This note has a 10% interest rate and matures on June 30, 2026.

The Funding Cascade (March/April 2026)

To pay the $10M cash and $10M stock parts, the company took these steps:

• March 31, 2026: Paid $9.85 million in cash (completing the $10M cash obligation) and issued 2.09 million shares to SharonAI (completing the $10M stock obligation).
• To get the cash: On March 31, they borrowed $5 million from a major shareholder, Zachary Yi Zhou, via a promissory note.
• April 10, 2026: They launched a huge $100 million public stock offering, selling nearly 30 million new shares at $3.35 per share.

The Final Settlements (April 10, 2026)

The public offering triggered final adjustments:

1. To SharonAI: Issued an extra 893,724 shares as a price adjustment related to the public offering.
2. To Shareholder Mr. Zhou: The $5M loan converted into 1.52 million shares (plus a small premium) because the offering counted as a "Qualified Equity Financing."
3. The Loan from SharonAI: The company has formally notified SharonAI it will prepay the entire $50 million convertible note on April 24, 2026. SharonAI has until April 17 to decide if it wants to convert up to 20% ($10 million) of that debt into stock first.

👉 Why it matters: The company just massively dilutes its existing shareholders by issuing over 32 million new shares in total for this deal and the related financing. The ownership pie is now split into more slices.

📦 The New Financial Snapshot (As of April 10, 2026)

After all these transactions, the company's capital structure has significantly changed.

• Total Shares Outstanding: 93,522,797 shares.
• Impact of the Deal:
  • Shares issued to SharonAI now represent 3.19% of the company's total shares.
  • Shares issued to shareholder Mr. Zhou now represent 1.63% of the company's total shares.
• Remaining Potential Dilution: SharonAI could still get more shares if it converts part of the $50M loan. The maximum additional shares would be around 11.5 million.

🗳️ What This Means for Your Vote

The company is not changing the proposals you're voting on. The Board's recommendation to vote "FOR" all proposals also does not change.

However, because the financial details of the main deal (the SharonAI acquisition) have materially evolved, they are:

• Mailing new proxy cards to give you a chance to vote again with this new info.
• Extending the voting deadline until 11:59 PM ET on April 15, 2026.
• If you already voted and are happy, you don't need to do anything. Your old vote counts.

👉 Key takeaway: The substance of what you're voting on hasn't changed, but the financial "price tag" and dilution have become much clearer.

📞 Contact & Voting Logistics

• New Meeting Date & Time: April 16, 2026, at 10:00 a.m. ET (webcast & teleconference).
• Telephone Access (Listen-only):
  • U.S./Canada: +1 800-450-7155 (toll-free)
  • International: +1 857-999-9155 (standard rates)
  • Conference ID: 3858702#
• Webcast: https://www.cstproxy.com/neweraenergydigital/sm2026
• For Voting Help: Call (432) 695-6997 or the proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565.
• To Revoke a Proxy: Email [email protected] or submit a new proxy card.

⚖️ Big Picture: Strengths & Risks

• 👍 Strength / What's Positive: The company successfully raised $100 million in public equity to fund its strategic acquisition and strengthen its balance sheet. They are proactively addressing the large convertible debt from the deal by prepaying it.
• ⚠️ Risk / What to Watch: The deal caused significant shareholder dilution. The company took on complex, high-cost financing (10% note, shareholder loan) to close the deal quickly. Its future is now tied to the success of the newly acquired SharonAI/TCDC assets.

🧠 The Analogy

This is like a homeowner who decided to buy an expensive renovation package (the SharonAI deal). To pay the deposit, they first borrowed money from a family member (the shareholder loan). Then, they took out a big home equity loan (the $100M public offering) to pay the contractor in full and pay back the family member. Now, they're notifying the original financing company (SharonAI's loan) that they'll pay off the remaining balance early, though that company still has an option to take a small piece of ownership instead.

🧩 Final Takeaway

New ERA Energy & Digital is postponing its shareholder meeting by one day and has just completed a major, dilutive financing round to pay for its acquisition of SharonAI's data center assets. You have new information and a new chance to vote on the company's strategic direction.