NUAI
NUAI · New Era Energy & Digital, Inc. · Catalyst Calendar · as of August 19, 2026
Banded 0–3 / 3–6 / 6–12 months, earliest first. Numbering is gapless and runs straight through the bands, so a boundary never resets the count. An ID marks position in the current ordering and changes between revisions, so catalysts are named by title.
TCDC has always been designed as a hybrid, and all three covering firms describe it that way. Front-of-meter means buying grid-tied power from the two generation complexes at the property line: Vistra's approximately 1.4 GW Permian Basin facility and Calpine's 700+ MW plant, reachable through an existing point of interconnection without traversing long-distance ERCOT corridors. Behind-the-meter means burning pipeline gas in on-site turbines, bypassing the interconnection queue entirely.
What is moving is not whether both are used but the mix. At an investor conference on June 23, 2026 management said the parties are "actively exploring a fully islanded behind-the-meter configuration," under which 650 MW of gross behind-the-meter capacity becomes the primary focus and total site capacity could support high-800 MW+ of critical IT load. That reweights what was previously framed as 207 MW front-of-meter plus behind-the-meter capacity now rated at approximately 550 MW. Five days later a covering firm still modelled Phase 1 as front-of-meter. No company announcement has resolved the proportions.
A signed agreement validates the power solution anchoring the tenant's underwriting and unlocks lease execution. A heavier behind-the-meter weighting removes curtailment exposure entirely, since a campus off the public grid cannot be curtailed, and defuses the ratepayer objection driving data center moratoriums.
Neither agreement is executed in definitive form. Final terms covering capacity, tenor, pricing and curtailment during ERCOT scarcity events could deviate from expectations. Islanding trades that exposure for gas supply and generation reliability risk, and needs more equipment than is currently contracted.
The turbine count is the readable signal. Thunderhead holds 460 MW of Siemens turbines under contract, sized against a Phase 2 that was 450 MW gross and is now rated at approximately 550 MW. The company attributes the increase to different generation equipment and more effective emissions controls, so whether the contracted Siemens units remain the Phase 2 equipment is no longer established by this file. A genuinely islanded 650 MW campus needs more than 650 MW of generation, because without a grid backstop it carries its own redundancy. So one of three things must be true: additional turbines are ordered, the grid tie is retained as backup, or the first islanded block is smaller than 650 MW. Whichever document executes first, a power purchase agreement or definitive turbine purchase agreements, indicates which way the mix moved.
Source: Northland Securities company update, July 1, 2026, p. 3, reporting a June 23, 2026 conference; B. Riley Securities initiation, July 6, 2026, pp. 1, 5, 7, 13, 18; Texas Capital Securities initiation, April 16, 2026, pp. 1, 3, 11. Open
The letter of intent was signed April 1, 2026 and is non-binding; documentation is underway. Under the proposed structure New Era contributes site control and local execution, Stream Data Centers serves as development manager and operator, and the institutional partner provides equity, roughly 50% or slightly higher, and arranges about 80% project-level debt. New Era holds the right to co-invest alongside the limited partner, making it a stakeholder rather than a land seller. Covering firms model New Era at 45% to 49% of the venture; one assumes Stream takes control at about 51%.
The origination is unusual. Rather than New Era winning a competitive process, the hyperscaler approached the company directly and specified the partner consortium it required, naming Stream, Macquarie and Thunderhead. Stream is majority-owned by Apollo Global Management following a November 2025 transaction, has delivered more than 27 data center developments since 1999, holds an approximately 3.6 GW pipeline, being 1.45 GW in Dallas-Fort Worth, 1.08 GW in Atlanta, 500 MW in Columbus, 350 MW in Phoenix and 260 MW in Chicago, has leased over 90% of its capacity to Fortune 100 customers, and reports zero early customer terminations.
Execution cements joint venture ownership and is required before the $200M Macquarie draw. It brings institutional capital and an operator with pre-approved hyperscaler designs and a documented deployment playbook.
Still non-binding after nearly four months. The final ownership percentage is unset, and published sensitivities show per-share value moving from $2.46 at 10% ownership to $12.30 at 50% on identical capacity. Holding ownership at 45% and varying capacity instead, the same framework gives $5.20 at 133 MW and $36.50 at 933 MW, so the two axes move the answer by comparable amounts and neither is settled. Apollo's role has never been publicly confirmed; both firms infer it from Stream's parent structure.
The joint venture is where the economics are actually set. Every claim about capacity and lease rate sits upstream of a percentage that has not been negotiated, so 45% should be read as a third-party placeholder rather than a disclosed term.
Source: BusinessWire, April 1, 2026; B. Riley Securities initiation, July 6, 2026, pp. 1, 3, 10, 13; Northland Securities initiation, April 16, 2026, pp. 2, 12, and company update, July 1, 2026, pp. 1–2; Texas Capital Securities initiation, April 16, 2026, p. 4. Open
The date is contractual rather than aspirational: six months from the 8 April Macquarie close. Management confirmed exclusivity with a top-tier hyperscaler at a business update on May 18, 2026 and reports advanced commercial discussions. Both covering firms narrow the counterparty universe to four investment-grade names: Alphabet, Amazon, Meta and Microsoft. Management expects the first tenant to take all 650 MW of Phase 1 and Phase 2 capacity.
Expected terms are a 15-year triple-net structure at roughly 95% to 99% net operating income margin, with power costs passed to the tenant. Recent comparable leases print at $140 to $190 per kW per month; both firms model a conservative $120. At $120 across 138 MW of critical IT load, Phase 1 implies about $87.6M of annual revenue and about $83.2M of net operating income attributable to the venture.
Urgency has a specific cause rather than general market tightness. On July 14, 2026 New York enacted the first statewide moratorium on hyperscale data centers, a pause of up to one year. The project it caught is Stream's own: an approximately $19.4B, 2.2 million square foot campus at STAMP in Genesee County requiring roughly 500 to 600 MW, which is a like-for-like substitute for TCDC's 650 MW. The delay shifted the hyperscaler's focus toward sites that can realistically deliver by 2027, moving TCDC higher on its priority list.
Execution unlocks the A-3 tranche and the $200M delayed draw, triggers Phase 1 commencement, and resets the trading multiple: the company trades at about $15.9M enterprise value per HPC megawatt against a peer average near $17.6M, with the highest multiples held by operators carrying binding leases. One firm sizes the de-risking at roughly $3.50 per share.
Failure by the covenant date gives Macquarie acceleration rights, which one covering firm describes as creating complex restructuring dynamics. Consequences could include facility acceleration, forced dilution, or restructuring of partner economics. Phase 1 economics also depend on a single anchor tenant, so withdrawal or material renegotiation impairs the project, the financing and the venture at once.
A letter of intent is not a lease, and the covenant is satisfied only by a binding agreement. The risk worth watching is a non-binding term sheet presented as meeting the deadline.
Source: B. Riley Securities initiation, July 6, 2026, pp. 1, 3–4, 9, 12, 18; Northland Securities initiation, April 16, 2026, pp. 1–2, 7, 13, and company update, July 1, 2026, p. 3; Texas Capital Securities initiation, April 16, 2026, p. 5; moratorium enacted by the State of New York, July 14, 2026. Filed
This is what remains of the site permitting sequence now that the construction permits have landed. The company states it has submitted the Phase 1 plat to Ector County and the City of Odessa. Filed A plat records the legal subdivision of the parcel and is the instrument against which later vertical permits are issued, so it sits between the grading now authorised and the vertical construction permits (12).
One further land-side condition is disclosed and is not a permit: a final surface waiver is pending from a single leasehold operator. The company describes all land for the planned development as secured, so the waiver reads as a residual mineral-estate matter rather than an assembly gap. It is recorded because the company recorded it, not because its weight is established.
Approval clears the last recorded land-side approval and leaves nothing outstanding between authorised grading and vertical work.
The plat runs through two authorities, a county and a city, and no decision date is published. Slippage cascades into the vertical construction permits (12).
Source: Company release, August 14, 2026. No decision date is stated, and none is inferred here. Filed
TCDC sits in Odessa's extraterritorial jurisdiction, a five-mile buffer outside city limits where the city retains some regulatory authority but does not provide full services. Industrial District designation would provide access to municipal water, wastewater and fire services under a payment in lieu of taxes structure rather than full annexation, and is under negotiation with Ector County. Property tax is the more material state and local exposure. Texas Chapter 313 school district abatements expired on December 31, 2022, but the successor Chapter 403 Jobs, Energy, Technology and Innovation program is available to qualifying capital-intensive projects.
A reduction in long-run operating cost and streamlined permitting. Ector County has been actively supportive, with officials travelling with the company to meet the prospective tenant.
Leadership turnover at the Ector County Commissioners' Court is a named risk to finalising the agreement, as are shifts in the positioning of the state environmental and utility regulators.
Source: B. Riley Securities initiation, July 6, 2026, pp. 5–6, 11, 18. Open
A Waiver and Consent Letter with Macquarie dated July 17, 2026 extended, but did not remove, a requirement of the 8 April Term Loan Agreement to establish an at-the-market equity program on an effective registration statement with an aggregate offering price of at least $100 million. The revised deadline is within 60 days of written notice from Macquarie, or in certain circumstances within five business days following the filing of the next quarterly or annual report, which ties it directly to the Q2 filing.
The registration groundwork appears already laid. Four Form S-3 shelf registrations and two amendments were filed during 2026: 23 January, being the $350M shelf effective 30 January, then 4 February, 10 April, and 8 May with an amendment on 18 May. The May pair was filed and amended in the weeks immediately following the term loan close, and an effective shelf is the prerequisite for the program.
The waiver itself is informative, since a lender preparing to accelerate does not grant extensions, and Macquarie signed this eleven days before the restatement filing. An at-the-market program also provides flexible access to capital rather than a discounted block offering.
A $100M program against a $546.6M market capitalization is authority to issue roughly 18% of the company at prevailing prices. Sales under such a program are continuous and price-insensitive by design, adding persistent supply into any rally, and the alternate trigger means it may be live within a week of the Q2 filing.
This reclassifies dilution from expectation to obligation. The full Consent Letter will be filed with the next quarterly report; the 8-K text is a summary, and its reference to other procedure-related waivers indicates further terms were modified but not described.
Source: Form 8-K Item 1.01, filed July 22, 2026, event date July 17, 2026; Form S-3 filings of 23 January, 4 February, 10 April and May 8, 2026 with amendments 12 March and May 18, 2026. Filed
A $5.0M note to Zachary Yi Zhou, a holder of more than 5% of common stock, at 5.00% interest, issued as part of the Sharon AI buyout consideration and reviewed and approved by the Audit Committee and Board. It matures on September 30, 2026 unless triggered earlier by the close of TCDC project financing. Per the published fully diluted share bridge, 1.5M shares representing 1.3% of the diluted count were already converted at the offering close, so much of the instrument is resolved.
Conversion removes a liability without consuming cash.
Dilution at whatever price prevails, so a lower share price produces more shares. Related-party financing also sits awkwardly beside short-seller allegations about related-party dealings, though the approval process was followed.
Source: Form 8-K, 31 March and April 6, 2026; Q1 2026 Form 10-Q, May 15, 2026; B. Riley Securities initiation, July 6, 2026, p. 10. Filed
The lead plaintiff deadline passed on June 1, 2026. A consolidated amended complaint and a motion to dismiss follow over subsequent months, with a ruling more likely in the 6 to 12 month window. The class period runs from November 6, 2024 to December 29, 2025. Firms involved include Glancy Prongay, Rosen, Faruqi & Faruqi, Bernstein Liebhard, Levi & Korsinsky, Bronstein Gewirtz, Holzer & Holzer and Bragar Eagel. The action follows a short-seller report published on December 12, 2025.
Dismissal removes a major overhang. An independent internal investigation led by board members and external counsel found no evidence supporting the claims, and the institutional counterparties conducted their own diligence and proceeded.
Survival means discovery, legal cost and management distraction through the most operationally demanding period in the company's history, and the July restatement is the kind of event around which plaintiffs' counsel amend complaints.
Source: Law firm releases, April to May 2026; short-seller report, December 12, 2025; B. Riley Securities initiation, July 6, 2026, p. 12; Northland Securities initiation, April 16, 2026, p. 18. Open
The company's own five claims are settled, but three claims brought by the State of New Mexico against E. Will Gray II in his individual capacity remain pending, and he intends to contest them. The underlying case has been stayed due to unrelated bankruptcy proceedings. The claims relate to legacy helium and gas assets and associated environmental obligations, with no bearing on TCDC.
Dismissal or quiet settlement removes residual headline risk.
Adverse findings against the founder, still an officer as President of the Permian, create reputational overhang during lease negotiations. The litigation is also expected to delay New Mexico development and complicate legacy asset monetisation.
This item is carried as dated rather than standing because it pairs with the class action and will eventually produce a discrete ruling, even though no date has been published and the case is stayed.
Source: Form 8-K Exhibit 99.1, May 28, 2026; B. Riley Securities initiation, July 6, 2026, p. 12; Northland Securities initiation, April 16, 2026, p. 18. Filed
This is the one item on the calendar guaranteed to resolve; the only question is which branch. It is not a separate event so much as the recorded consequence of the lease deadline passing.
With a lease signed, the A-3 tranche of $40M unlocks, being explicitly the post-lease development tranche, and the $200M delayed draw becomes accessible against milestones. One covering firm expects the company to draw the remaining approximately $270M of Macquarie capacity sequentially as lease and joint venture milestones are achieved. The trading multiple resets toward the contracted-megawatt peer set and Phase 1 commencement triggers.
Without a lease, Macquarie holds acceleration rights. Possible outcomes include facility acceleration, enforced structured amortisation, emergency equity at a distressed price, or restructuring of TCDC partner economics. The MOIC premium of 1.10x to 1.35x is fully earned at signing and payable on repayment, so acceleration means paying it.
Most catalysts can slip quietly. This one cannot: the date sits in a credit agreement carrying a first-priority lien on substantially all project assets. Early October is the highest-information moment in the next twelve months, and silence through September should not be read as a quiet extension, because the lender holds that option rather than the company.
Source: B. Riley Securities initiation, July 6, 2026, pp. 1, 9, 12, 18; Northland Securities initiation, April 16, 2026, p. 16. Filed
The statutory deadline makes the occurrence near-certain. This is the first full disclosure after the covenant date resolves, so whichever branch occurred at the fork above, this filing documents it, including any waiver, amendment or forbearance if no lease was executed.
Lease terms disclosed, joint venture percentage finalised, the A-3 tranche drawn, and capital expenditure guidance for Phase 1 commencement.
Covenant breach disclosure, waiver terms, or a dilutive raise on adverse terms. One covering firm expects that drawing the full facility will require additional equity raises beyond the April 2026 financings even in the favorable case.
Source: Statutory quarterly filing deadline; B. Riley Securities initiation, July 6, 2026, p. 18. Estimate
Full grading permit, plat approved and recorded, then building permit and fire review. The building permit is the explicit construction kickoff trigger; full grading and subdivision platting precede it.
Permits in hand position first-quarter 2027 construction commencement, keeping second-half 2027 energisation live.
Sequential dependency, since each permit gates the next, so slippage compounds rather than absorbs.
Source: B. Riley Securities initiation, July 6, 2026, pp. 6, 13. Open
Required ahead of Phase 2 behind-the-meter commissioning, targeted for the second half of 2028. Phase 1 capital expenditure underwriting explicitly assumes a Phase 2 behind-the-meter air permit obtainable from the state environmental regulator. It is no longer only an assumption: a subsidiary of Thunderhead Energy Solutions, the Phase 2 power partner, has submitted a standard air permit application to the state environmental regulator, and the company states the application would support approximately 550 MW of Phase 2 capacity, up from the 450 MW previously contemplated, taking Phases 1 and 2 together to roughly 757 MW gross. Filed An application is not an authorisation, and the permit is still ungranted.
Texas permitting has been broadly favorable and the Permian hosts extensive existing gas generation.
Shifts in the positioning of the state environmental or utility regulators are a named risk. An adverse or delayed air permit strands the contracted Siemens turbines and defers the portion of the buildout the company controls most directly.
This is the least-discussed material dependency in the file. Two of the three covering firms do not mention it, which is a reason to watch it rather than a reason to discount it.
Source: Company release, August 14, 2026, for the application and the capacity figures; B. Riley Securities initiation, July 6, 2026, p. 18, for the underwriting assumption. Filed
460 MW of Siemens gas turbines are under contract through the Thunderhead and Turbine-X arrangement, supporting Phase 2 behind-the-meter capacity targeted for the second half of 2028. Parties are still working toward definitive purchase agreements: the commercial arrangement secures original equipment manufacturer allocation, which is not the same as equipment arriving on site.
Order size also reads on the power architecture. 460 MW covers Phase 2 as originally framed, whereas a fully islanded 650 MW campus requires more than 650 MW of generation once redundancy is carried without a grid backstop. Incremental orders would indicate the islanding plan is advancing; their absence suggests the grid tie stays.
First delivery to the campus is a physically verifiable milestone, one of the few here that a third party can confirm without relying on company disclosure.
With no disclosed schedule there is no way to track slippage until it has already happened. Industry turbine lead times run three to four years, so a delay pushes Phase 2 and strands contracted capital.
Source: Company release, February 27, 2026; B. Riley Securities initiation, July 6, 2026, p. 5; Northland Securities initiation, April 16, 2026, p. 10. Open
Both are prerequisites for Phase 1 energisation, targeted for the second half of 2027, so definitive agreements would logically precede vertical construction in the first quarter of 2027, but neither has an announced milestone. A 1.5 GW campus requires substantial cooling water; Permian water supply via desalination of oilfield water is referenced only in passing as a mitigant to local opposition, and no water rights or supply agreement has been disclosed. The Industrial District designation would provide municipal water and wastewater under a payment in lieu of taxes structure, which links the two items. On connectivity, a memorandum of understanding with GlobeLink for a 1,600-mile dense wavelength division multiplexing fibre network across Texas, signed September 17, 2025, remains at memorandum stage rather than definitive. The site does benefit from existing long-haul routes to Dallas, Austin and Houston and onward to Phoenix and California hubs.
Both are solvable and the region has the underlying resources, with abundant produced water for treatment and multiple fibre corridors. A definitive agreement on either closes a gap no covering analyst currently tracks.
Hyperscaler leases specify cooling performance and connectivity as contractual conditions. Two of the four physical prerequisites for the campus, water and fibre, have no disclosed definitive agreement, while power and equipment both have identified counterparties.
Neither item appears in any covering firm's catalyst list. That absence reflects analyst focus rather than confirmed resolution.
Source: Company release, September 17, 2025 for the fibre memorandum; B. Riley Securities initiation, July 6, 2026, pp. 5, 12; Northland Securities initiation, April 16, 2026, p. 11. Open
Management is actively evaluating monetisation or exit pathways per the Q1 2026 quarterly report. The asset is roughly 137,000 acres in Chaves County, New Mexico, the Pecos Slope, carrying about 15.1 Bcfe of proved reserves, plus overriding royalties in Howard County, Texas, held through Solis Partners. FY2025 revenue was approximately $0.9M. NEH Midstream holds the in-construction Pecos Slope gas processing plant, written down by $12.0M in the fourth quarter of 2025. Published valuations run $19M low, $44M base and $84M high, and separately $25M to $50M as a base case, against approximately $3.3M of net book value; the gap reflects acreage optionality not carried on the balance sheet.
Non-dilutive liquidity at a premium to book value, funding Phase 1 equity without issuing shares.
One covering firm expects the New Mexico litigation to be resolved before a sale is pursued, and the personal claims remain open. The processing plant is a partially completed asset in a business the company is exiting.
Source: Q1 2026 Form 10-Q, May 15, 2026; FY2025 Form 10-K, March 12, 2026; Northland Securities initiation, April 16, 2026, p. 17; B. Riley Securities initiation, July 6, 2026, pp. 4, 10. Filed
The FY2025 annual report was filed on March 12, 2026, so a similar cadence puts the FY2026 report near March 2027. It carries audited full-year financials, updated risk factors, the going concern assessment for 2026, any auditor change, and the first audited accounting of the joint venture structure if definitive. The accumulated deficit stood at $52.3M at March 31, 2026, and pre-change net operating losses are subject to limitation under Internal Revenue Code Section 382 following the December 2024 reverse recapitalisation.
A clean opinion without qualification, construction underway, and contracted revenue disclosed in subsequent events.
Return of going concern language, a material weakness carried forward, or auditor turnover.
Source: Statutory annual filing deadline and FY2025 Form 10-K, March 12, 2026; B. Riley Securities initiation, July 6, 2026, pp. 11, 13. Estimate
Phase 1 build cost is approximately $1,794M, being 138 MW of critical IT load at $13M per megawatt. At 80/20 project finance, total project equity is approximately $359M, and the company's share at a 50/50 joint venture is approximately $179M before any credit for the land contribution. That compares with more than $80M of cash at 30 April and approximately $270M of undrawn Macquarie capacity, for roughly $350M of accessible liquidity and a surplus over the Phase 1 need of about $170M.
One covering firm concludes Phase 1 is comfortably covered with cushion for early Phase 2 work, before any credit for the land contribution or legacy asset proceeds.
Total TCDC capital expenditure is projected to exceed $15B over time. Phase 2 equity is modelled at approximately $324M and Phase 3 at approximately $540M. Drawing the full facility is expected to require additional equity raises, and the 80/20 structure holds only if project debt remains available at scale.
Source: B. Riley Securities initiation, July 6, 2026, pp. 6, 18; Northland Securities initiation, April 16, 2026, pp. 6, 12, 15. Open
Management targets as early as August 2027; one covering firm believes autumn 2027 more reasonable, and another models Phase 1 revenue beginning in the first quarter of 2028, a full two quarters after company guidance. The configuration is 207 MW gross and 138 MW of critical IT load at a power usage effectiveness of 1.5, energised via the Vistra grid-tied connection using an existing point of interconnection.
First revenue, converting the equity from development-stage speculation into a contracted infrastructure asset with fifteen-year cash flows.
Slippage is the base case for first-time megaprojects, and the covering analysts already disagree by two quarters. That spread between company guidance and the most conservative modelled date is itself the signal.
Source: B. Riley Securities initiation, July 6, 2026, p. 6; Northland Securities initiation, April 16, 2026, p. 5; Texas Capital Securities initiation, April 16, 2026, p. 12. Estimate
A land option purchase agreement covers approximately 3,500 acres, entered November 6, 2025. Phase 1 contemplates approximately 2 GW of natural gas generation and Phase 2 approximately 5 GW of nuclear capacity through a partnership with Last Energy for 1+ GW of small modular reactors. Gas availability is confirmed through two Kinder Morgan pipeline interconnects. Ramboll and RK are engaged for site evaluation, master planning and design. Feasibility engineering and early tenant planning are underway.
Wholly owned, so it offers greater control over development, capital structure and tenant mix than the joint venture model. One covering firm calls it a real-options layer not reflected in its base case; another sizes every 100 MW of gas generation at approximately $0.90 per share.
The New Mexico litigation is expected to delay development there. Nuclear carries greater execution risk given the limited number of deployments over recent decades and the commercial risk attached to small modular reactors. No covering firm includes New Mexico in a base-case valuation.
Source: Company announcement, November 6, 2025; B. Riley Securities initiation, July 6, 2026, p. 7; Northland Securities initiation, April 16, 2026, p. 8; Texas Capital Securities initiation, April 16, 2026, pp. 4–5, 11. Open
The court schedule is not yet public. Lead plaintiff appointment followed the June 1, 2026 deadline, and a consolidated amended complaint and briefing precede any ruling. At issue is whether the action covering the November 6, 2024 to December 29, 2025 class period survives dismissal. Survival opens discovery into the period covering the pivot, the capacity disclosures and the short-seller allegations.
Dismissal removes the overhang entirely and would be read as vindication on the short-seller claims, consistent with the independent internal investigation finding no supporting evidence.
Survival means discovery cost and management distraction through the construction phase, strain on directors and officers insurance, and restatement risk if accounting issues surface.
This item sits at or beyond the twelve-month horizon. It is carried as dated rather than standing because a dismissal ruling is a discrete event scheduled by a court, merely one whose date is not yet published. That is low timing confidence rather than absence of timing.
Source: Court schedule pending; law firm releases, April to May 2026; B. Riley Securities initiation, July 6, 2026, p. 12; Northland Securities initiation, April 16, 2026, p. 18. Open
Ongoing and undated, most material first. These take “Why undated” in place of timing confidence. Undated does not mean unimportant: the peer comparable environment sets the price at which an unsigned lease will be valued, and the rate environment prices the entire buildout.
A published deal tracker logs more than 30 disclosed leases across Applied Digital, TeraWulf, Cipher, Hut 8, IREN, Core Scientific, Riot, Galaxy Digital, Nebius and WhiteFiber since late 2024, with several prints during 2026. Disclosed hyperscale colocation leases of the past eighteen months cluster at $140 to $190 per kW per month, while both covering firms model this company at a deliberately conservative $120. Every peer print re-marks the benchmark an unsigned lease will be judged against and re-marks the enterprise value per megawatt multiple the sector trades on.
A peer lease printing at the top of the range raises the implied value of this capacity. Published sensitivity moves per-share value from $3.55 at $100 per kW per month to $8.16 at $160 on Phase 1 alone.
A print materially below $140, or a peer failing to convert an announced letter of intent into a definitive lease, resets comparables downward and invites the question whether the $120 base case is itself optimistic. The company trades at approximately $15.9M enterprise value per HPC megawatt against a peer average near $17.6M, and peer prints move that denominator directly.
This is the only item here that can move the implied valuation without the company doing anything. It is worth tracking precisely because it is external: an investor watching only company newsflow will miss it.
Source: B. Riley Securities initiation, July 6, 2026, p. 8, deal tracker; Northland Securities initiation, April 16, 2026, pp. 13, 21. Market
Tranches A-1 and A-2 price at the secured overnight financing rate plus 5.50%; A-3 and the $200M delayed draw at that rate plus 7.75%. On a fully drawn $290M facility, each 25 basis point move is roughly $725K of annual interest. Layered on top is the MOIC repayment premium of 1.10x to 1.35x, fully earned at signing regardless of the rate path.
Rate cuts lower the cost of the buildout, improve project-level returns, and widen the pool of institutional capital willing to fund the roughly 80% debt component of Phase 1, on the order of $1.4B.
Rate increases compound with the spread step-up as capital deploys deeper into the development cycle. More consequentially, tighter credit conditions affect project debt availability at scale, which one covering firm ranks a high-severity risk given total capital expenditure exceeding $15B.
The facility spread itself reads as a price signal independent of policy. A step from plus 5.50% to plus 7.75% encodes the lender's own view that risk falls materially once a lease is in hand and construction is underway.
Source: Northland Securities initiation, April 16, 2026, pp. 15–16, tranche pricing and premium; B. Riley Securities initiation, July 6, 2026, pp. 9, 18. Filed
8.2M warrants remain unexercised at a $2.00 strike, deep in the money at current levels, with a cashless exercise option; full exercise would deliver roughly $16.4M and add 8.2M shares. 8.0M were already exercised on May 7, 2026, and approximately 3.3M more in February and March for about $6.6M, so the pattern is established. A separate 6.0M public and private warrants carry an $11.50 strike, far out of the money, representing roughly $66M of inflow if exercised.
Exercises fund working capital without a marketed offering. The higher-strike tranche becomes a real funding source only in the lease-signed branch.
The lower-strike overhang caps rallies, since holders with a $2.00 basis are natural sellers into strength, which is one plausible explanation for sharp intraday reversals in this security.
The $11.50 strike functions as a rough market-implied threshold for what a successful lease looks like in price terms, roughly 2.5 times the current level. It is a scale marker rather than a forecast, and it is useful when reading published price targets, all of which sit below that strike.
Source: B. Riley Securities initiation, July 6, 2026, pp. 9–10, fully diluted share bridge; Q1 2026 Form 10-Q, May 15, 2026; Northland Securities initiation, April 16, 2026, p. 16. Filed
Two Form 3 and two Form 4 filings have been made since the leadership transition, most recently on July 8, 2026. Six executives were seated between 28 April and July 1, 2026, each triggering an initial ownership statement, and performance stock units vest over five years from January 1, 2026. Form 4 filings are due within two business days of a transaction, making this the highest-frequency disclosure channel available.
One Schedule 13D is on file and sixteen Schedule 13G statements are, out of seventeen beneficial-ownership filings in the complete index. The 13D was filed by Pecos Slope Holdings LLC on December 16, 2024 for 879,819 shares, 6.68% at the combination date, and has never been amended; its Item 4 disclaims current plans while reserving the right to consider such transactions. The largest disclosed holders are BlackRock at 6,224,612 shares, 6.1%, on an event date of June 30, 2026, and the Conversant entities at 5,387,220 shares, approximately 5.3%, on July 13, 2026. No holder has converted from the passive form to the control form, and no holder has declared an intent to influence control. The Form 4 of June 23, 2026 reports the Chief Accounting Officer receiving 325,000 restricted stock units vesting monthly over four years from 22 June, which is an award rather than a purchase.
An open-market purchase by a newly seated executive inside the covenant window would be a costly-to-fake signal, being the one form of insider communication that requires personal capital.
Sales, or adoption of pre-arranged trading plans, during the run-up to the covenant date. A conversion from the passive to the control ownership form would also signal that a holder intends to influence the outcome.
Inducement awards and unit grants appear on the same form as purchases but are compensation rather than conviction. On the record to date, no executive has bought stock on the open market.
Source: SEC submissions index for Central Index Key 0002028336, complete at 175 filings, read August 3, 2026; all 17 beneficial-ownership filings on it, including the Schedule 13D of December 16, 2024 and the Schedule 13G of July 30, 2026; Forms 3 and 4 filed to July 8, 2026; Form 4, June 23, 2026; Form 8-K Item 5.02, July 6, 2026. Filed
At an investor conference on June 23, 2026 management described what it views as an underserved 20 MW to 50 MW segment, and said it is evaluating modular solutions that could be deployed and operational within roughly nine months of acquiring a site, aimed at customers needing near-term capacity without hyperscale-sized campuses. The corporate website followed in July with three named product lines: turnkey solutions, hybrid colocation, and enterprise solutions for AI inference and latency-sensitive workloads, offered in 2 MW to 25 MW phased increments. Stated platform metrics include an 8+ GW identified pipeline, a target of under fifteen months to initial deployment, roughly 80% factory fabrication, battery storage added to the multi-source power mix, and 99.99%+ advertised availability.
A productised small-block offering creates a revenue path that does not depend on a single counterparty, and it maps onto the 25 MW modular deployment unit the fabrication partnership was built around. Both covering firms anticipated tenant diversification into GPU cloud providers, sovereign platforms and enterprise buyers as a later-phase strategy.
Smaller blocks carry lower counterparty credit quality and shorter tenors than a fifteen-year investment-grade triple-net lease, and it is the investment-grade lease that project lenders underwrite. The advertised 99.99% availability also sits a tier below the 99.999% standard cited for investment-grade hyperscaler agreements, a difference of roughly 52 minutes against 5 minutes of annual downtime.
That this was discussed with analysts a month before appearing in marketing materials supports reading it as ordinary commercial development, building a funnel for capacity exceeding what one tenant takes, rather than a change of plan. What would make it informative either way is contract flow: any small-block, colocation or enterprise agreement would validate the channel.
Source: Northland Securities company update, July 1, 2026, p. 3, reporting a June 23, 2026 conference; corporate website, accessed July 2026; Texas Capital Securities initiation, April 16, 2026, pp. 4, 6; Northland Securities initiation, April 16, 2026, p. 9. Open
United States municipal data center moratoriums grew from approximately five to 79 over the past year per management. On July 14, 2026 New York enacted the first statewide moratorium on new hyperscale data centers, a pause of up to one year while the state studies energy demand, utility rates, water and environmental impact. Arizona separately enacted a three-year moratorium on new sales tax breaks for data centers. On August 11, 2026 the company publicly backed Texas Governor Abbott's directive to strengthen oversight of data center development, which calls for transparency around power and water requirements, infrastructure costs, ownership and community impacts. Filed Company release, Aug 11, 2026 Supporting disclosure rules is a position, not a concession: NUAI's Texas assets and its stated interest in behind-the-meter islanding are what make the ratepayer objection answerable, so the company is arguing on the ground where it is strongest. The objection raised is consistent: that hyperscale campuses raise retail electricity bills, strain water supply and deliver few permanent jobs, with the Genesee County project cited as creating 125 permanent jobs against roughly 500 to 600 MW of demand.
The New York moratorium caught the joint venture partner's own project, and the delay pushed the hyperscaler toward sites deliverable by 2027, moving TCDC up the priority list. A behind-the-meter campus that never draws from the public grid largely defuses the ratepayer argument, which is management's stated rationale for exploring islanding.
A national policy trend rarely stops at one state. Texas legislation has been favorable, but leadership turnover at the county commissioners' court and shifts in state regulator positioning are live risks, and sector sentiment moves on moratorium headlines regardless of where a specific campus sits.
This is the rare condition here that currently pays. The same policy wave that threatens the sector has so far removed a competing site belonging to the joint venture partner and accelerated the timeline on this one. That asymmetry holds only while Texas stays permissive.
Source: Northland Securities company update, July 1, 2026, p. 3; statewide moratorium enacted by the State of New York, July 14, 2026; sales tax moratorium enacted by the State of Arizona, July 2026; B. Riley Securities initiation, July 6, 2026, pp. 11, 18. Open
Management has mentioned potential conversion to a real estate investment trust structure and one covering firm believes the operational foundation is laid; the company currently operates as a C corporation. On a $1B net operating income target over five years at peer multiples for Digital Realty and Equinix, that firm estimates value could exceed $6.0B of market capitalization, roughly five times its published target. Conversion would minimize corporate-level tax and allow cash flow retention for reinvestment.
Genuine structural optionality for a business whose end-state cash flows, long-duration triple-net leases on physical assets, are what the structure was designed for. At minimum it implies an exit path through sale to a digital infrastructure trust at a premium.
The conditions are stacked: it requires a $1B net operating income run rate, which requires multi-phase buildout, which requires a lease that does not yet exist. Conversion also imposes distribution requirements that sit awkwardly with a capital program exceeding $15B.
This is the most speculative item in the file and is carried as a standing condition rather than a dated catalyst because nothing supports placing it in a horizon band. A five-times scenario resting on an unannounced structural change should be read as a far tail rather than a case. It is included for completeness, not for weight.
Source: Texas Capital Securities initiation, April 16, 2026, pp. 4–5; B. Riley Securities initiation, July 6, 2026, p. 11, tax structure and loss carryforward discussion. Open
Closed items, kept for the record, ordered by resolution date. A resolved catalyst takes the next free R number; it does not carry its old number over. Note what the record contains and does not contain: financing, litigation settlement, land assembly, equipment procurement and personnel, but no revenue-generating contract.
Thunderhead Energy entered a commercial arrangement with Turbine-X Energy securing 460 MW of Siemens gas turbines for staged delivery, supporting what was then approximately 450 MW of behind-the-meter capacity for Phase 2, a figure the August 2026 air permit application raises to approximately 550 MW on different generation equipment. Thunderhead finances, constructs and operates the gas-fired infrastructure, with no direct capital outlay from the company. Turbine lead times run three to four years industry-wide and are the binding physical constraint on behind-the-meter buildout, so securing slots without balance sheet capital removed a real bottleneck. What remains open is delivery timing and the definitive purchase agreements, carried forward as a dated catalyst.
Source: Company release, February 27, 2026; B. Riley Securities initiation, July 6, 2026, p. 5; Northland Securities initiation, April 16, 2026, p. 10. Filed
Total controlled acreage reached 492 acres with $76.0M of land cost capitalized at March 31, 2026. The assembly path ran from an original parcel of approximately 235 acres, to 203 contiguous acres closed in December 2025 taking the campus to 438, to a 54-acre corridor whose letter of intent was signed February 26, 2026 and whose definitive agreement is reported executed in the Q1 2026 quarterly report. The corridor was acquired as part of ongoing lease negotiations, having been identified by the prospective tenant as a milestone. On March 25, 2026 TCDC paid Odessa Industrial Development Corporation $4,347,500, comprising a $3.35M note and $1M cash, to eliminate repurchase rights on the property. Roughly 13,000 feet of legacy oilfield flowline has been remediated, pipeline reclamation is materially complete, and subsurface soil sampling is done. Asset retirement obligations of $12.1M relate to legacy wells elsewhere rather than the campus. The corridor acquisition has since closed, taking the campus to 493 acres with all land for the planned development described as secured, and 22 abandoned pipelines across 12 rights-of-way have been removed. The closing date is not stated, so the resolution date above is left at the balance sheet date. Filed Company release, August 14, 2026.
The corridor began as a non-binding letter of intent in February and has since converted to a definitive agreement, a distinction worth checking because the earlier-stage announcement is the more widely circulated one. The resolution date used here is the balance sheet date at which the 492 acres and $76.0M are reported, since the file does not state the execution date of the corridor agreement itself.
Source: Q1 2026 Form 10-Q, May 15, 2026; Form 8-K, March 31, 2026; B. Riley Securities initiation, July 6, 2026, pp. 4–5. Filed
At December 31, 2025 the company held $1.2M of cash against approximately $73.9M of near-term obligations, including approximately $9.85M due by 31 March, the $50M Sharon AI note, approximately $10M of general and administrative cost and approximately $3.9M of other items. Management had stated that liquidity was insufficient for twelve months. The equity raise of approximately $115M to $120M and the $290M Macquarie facility retired the Sharon AI note in cash on 10 April and left more than $80M of cash at 30 April plus approximately $270M of undrawn facility. One covering firm states the April financings resolved the FY2025 going concern qualification; another states the financings collectively removed key funding uncertainties that had raised going concern risk, and ranks the legacy language a low-severity item. The company itself has now concluded the same thing, which it had not when this item was first recorded. In the Form 10-Q for the June quarter, filed August 14, 2026, management assessed the question under ASC 205-40 and stated that the conditions which previously raised substantial doubt "have been alleviated, and substantial doubt no longer exists". Filed
The going concern language belongs to FY2025 and was superseded by the April capital actions, but it is frequently quoted without that context. The removal is an auditor and management judgment that must be re-made each period, and the $13M per critical IT megawatt capital program will consume the cushion, so it should be re-verified at each quarterly report.
Source: FY2025 Form 10-K, March 12, 2026; Q1 2026 Form 10-Q, May 15, 2026; B. Riley Securities initiation, July 6, 2026, pp. 1, 12; Northland Securities initiation, April 16, 2026, p. 15. Filed
The term loan closed April 8, 2026, the A-1 tranche was drawn 13 April, the offering priced 9 April at $3.35, the greenshoe closed 14 April, and the Sharon AI note was repaid 10 April. The facility comprises A-1 of $20M and A-2 of $30M at the secured overnight financing rate plus 5.50%, A-3 of $40M and a $200M delayed draw at that rate plus 7.75%, all maturing April 2029, carrying a MOIC repayment premium of approximately 1.10x to 1.35x fully earned at signing and a first-priority lien on substantially all project assets. It sits at the TCDC subsidiary level as project-level, non-recourse-style financing. Two covenants were embedded: a mandated equity raise of at least $30M within 60 days, since satisfied, and binding hyperscaler lease execution within six months, which is the 8 October date.
Macquarie separately purchased 1.0M shares at $5.00 while the concurrent registered offering priced at $3.35, a 49% premium. Both covering firms read a project lender paying above the marketed price as underwriting conviction uncommon at this development stage.
The covenant reads two ways at once. One covering firm frames it as an asset rather than a constraint, on the basis that it forces management to compress its commercial timeline into a window investors can underwrite. The symmetric reading is that a lender wanting a hard exit ramp built one, and the repayment premium is earned whether or not the project breaks ground.
Source: GlobeNewswire, April 8, 2026; Form 8-K, April 14, 2026; B. Riley Securities initiation, July 6, 2026, pp. 1, 9; Northland Securities initiation, April 16, 2026, pp. 15–16. Filed
Effective July 1, 2026, Charles Nelson became Chairman and Chief Executive Officer, Ted Warner became President while remaining Chief Financial Officer and joined the Board, and José Rodriguez became Chief Operating Officer. Founder E. Will Gray II moved to President of the Permian and resigned from the Board; the filing states this was not the result of any disagreement. His amended agreement runs through July 1, 2030. The transition was preceded by Evan Pierce as Chief Development Officer and Michael Johnson as General Counsel and Chief Compliance Officer, both from 1 June, Andy Casazza as Chief Corporate Officer from 28 April, and Darin Rovell as Chief Accounting Officer from 22 June. Pierce brings more than 20 years across EdgeConneX, TikTok and ByteDance, and Amazon and Amazon Web Services, with more than 5 GW deployed. Johnson brings more than 30 years, most recently at CoreWeave and Switch. Rodriguez brings roles at Microsoft, TikTok and Amazon Web Services, with earlier gas turbine and nuclear work at GE, Entergy and the Tennessee Valley Authority.
Between April and July the company seated a chief development officer, general counsel, chief operating officer, chief accounting officer and chief corporate officer, most drawn from operating hyperscalers or their landlords. That is what a company staffs when it expects to sign and build, and it is the most concrete evidence of execution intent in the file. The counter-reading remains available: the founder facing personal claims in New Mexico was moved off the board and out of investor-facing roles in the same motion.
Source: Form 8-K filed July 6, 2026, Item 5.02, event date June 30, 2026; B. Riley Securities initiation, July 6, 2026, pp. 4, 14–15. Filed
On July 9, 2026 the United States Bankruptcy Court for the Western District of Texas approved a $1.0M payment to the Acacia Resources and Acacia Operating trustee, resolving all five State of New Mexico claims against the company, dismissed with prejudice, without admission of liability. An internal investigation led by independent board members and external counsel found no evidence supporting the claims. Separately, on January 16, 2026 the company acquired Sharon AI's remaining 50% of TCDC for $70M, comprising $10M cash, 2,091,351 shares valued at $8.5M, a $5.0M related-party note and a $50M senior secured convertible note repaid on 10 April from offering proceeds, making TCDC a wholly owned subsidiary. Three claims against E. Will Gray II personally continue and are carried forward as a dated catalyst.
Source: Form 8-K Exhibit 99.1, May 28, 2026; GlobeNewswire, July 9, 2026; Q1 2026 Form 10-Q, May 15, 2026; B. Riley Securities initiation, July 6, 2026, p. 12. Filed
All four named candidate anchor tenants reported inside a nine-day window: Alphabet on 22 July, Microsoft and Meta on 29 July, Amazon on 30 July. Alphabet raised full-year capital expenditure guidance to $195B to $205B from $180B to $190B, on quarterly capital expenditure of $44.9B, cloud revenue up 82% and backlog of $514B. Microsoft moved to approximately $175B from $190B, but as an accounting reclassification rather than a spending cut, having reclassified future data center leases from finance to operating leases and extended assumed useful life from 15 to 25 years, with Azure up 43%. Meta raised the low end to $130B to $145B, with quarterly capital expenditure of $31.1B against $31.9B of operating cash flow collapsing free cash flow to $784M from $8.5B, and shares fell approximately 9.6%. Amazon raised to approximately $220B from $200B, with Amazon Web Services up 36.7% in a fifth consecutive quarter of acceleration and backlog of $496B. Combined 2026 capital expenditure across the four is tracking to roughly $725B, up about 77%.
Two statements bear directly on third-party capacity demand. Alphabet's management said the company plans to expand the use of third-party capacity in the third quarter as a bridging strategy while it builds internal capacity. Amazon's management expects capacity constraints to persist through 2027, with demand already strong for 2028.
Read this as sector weather rather than company news. Strong counterparty capital expenditure makes the sector more investable without making any specific lease more likely, and it does not move the covenant date. The market reaction is the newer information: Alphabet and Meta both fell on their raises, so spending is accelerating while investor tolerance for it thins.
Source: Alphabet, Microsoft, Meta and Amazon Q2 2026 results and earnings calls, July 22 to 30, 2026. Market
The amended first-quarter report was filed on August 14, 2026 and quantifies what the July non-reliance report could not. For the three months ended March 31, 2026, total revenue moves $802,353 → $514,587, general and administrative expense $7,364,387 → $9,162,195, and net loss $(8,991,887) → $(10,823,974), wider by $1,832,087 or 20.4%. Loss per share moves $(0.16) → $(0.19). Filed
The revenue reduction is the finding, because the non-reliance report never mentioned revenue. The July 8-K described expense classification, stock compensation and the acquisition valuation. Revenue appears in the amendment only under Other adjustments, cut by $287,766 with the matching amount removed from receivables. A reader who followed the 8-K and stopped there would still be carrying a revenue figure the company had already withdrawn.
Equity rose while the loss widened, and a summary will get that backwards. The ASC 718 correction adds $3,427,662 to general and administrative expense and the same amount to paid-in capital, so it is non-cash and leaves equity unchanged. The classification correction runs the other way and reduces expense by $1,629,854 by capitalising costs that had been expensed. Total assets move $86,484,525 → $88,012,583 and stockholders' equity $10,098,363 → $11,605,613.
The corrected aggregate grant-date fair value of the performance awards is $57,336,238 against the $23,538,447 originally determined, which is the figure the 8-K had called inappropriately calculated and understated without being able to size it.
Source: Form 10-Q/A for the quarter ended March 31, 2026, filed August 14, 2026, Note 3. Filed
Filed after the close on August 14, 2026, which was both the statutory deadline and the date the company had confirmed. Total revenue for the quarter was $36,497, against general and administrative expense of $16,091,330. Net loss was $(20,442,625). Filed
Loss per share is identical to the prior year at $(0.21) while the loss itself grew 5.7 times, because the weighted average share count rose 481% to 98,171,489. Reporting either figure without the other misleads in opposite directions.
The revenue line is worse than its total. Natural gas revenue net of gathering and processing was negative at $(30,592) for the quarter, because gathering and processing charges of $236,775 exceeded gas sales of $206,183. The total is positive only because natural gas liquids contributed $67,089.
The control that ties the two filings together. Restated first-quarter revenue of $514,587 plus $36,497 equals the $551,084 filed for the six months. The original $802,353 does not. That is what proves the amendment is embedded in the second-quarter report rather than merely filed on the same day.
Substantial doubt about going concern was formally lifted in this filing. Management assessed under ASC 205-40 and concluded that the conditions disclosed at March 31, 2026 have been alleviated and that substantial doubt no longer exists. Cash and cash equivalents stood at $69,821,390 with a further $15,000,000 restricted, total assets at $174,695,388 and stockholders' equity at $138,584,967. Filed
Source: Form 10-Q for the quarter ended June 30, 2026, filed August 14, 2026. Filed
The company states that construction permits for Texas Critical Data Centers are in hand. It has received Development Structure and Drive Approach Permits from Ector County, and approval of a Notice of Intent with the Texas Commission on Environmental Quality to commence grading, with site grading intended to begin in the coming weeks. Filed
That covers two of the three approvals this item was opened to track. The early grading permit was described here as the approval that releases site clearing and earthworks, the first physically visible construction on the campus, and it is the one the Notice of Intent authorises. The third, the site plan, is not covered. The Phase 1 plat has been submitted and not approved, and it is carried forward as a dated catalyst rather than closed here.
Two further site facts are disclosed in the same release. The previously announced 54-acre corridor acquisition has closed, taking the campus to 493 acres with all land for the planned development secured, and 22 abandoned pipelines across 12 rights-of-way have been removed. The closing date of the corridor acquisition is not stated.
Source: Company release, August 14, 2026. The prior scope of this item came from B. Riley Securities initiation, July 6, 2026, pp. 6, 13. Filed
The call was held at 5:00 p.m. Eastern on Monday August 17, 2026. The company published its investor presentation to the investor relations website the same day and furnished it as Exhibit 99.1 to a Form 8-K under Item 7.01. That 8-K is the most recent filing on the submissions index. Filed
It resolved to the downside case this item carried. The card read that the downside was a call restating the release without a counterparty, a price or a date, and that is what the deck does. The Phase 1 power purchase agreement is still described as in advanced negotiations, no counterparty is named, no price and no date is given, and no tenant is named. The first revenue-generating contract in the record is still absent, and the Macquarie covenant date has not moved. Filed
What the deck does add is capacity and structure rather than commercial commitment. Phase 1 at 207 MW and Phase 2 at 550 MW are stated as roughly 757 MW combined against approximately 650 MW previously; both phases are described as islanded and behind the meter, requiring no ERCOT interconnection, so neither sits in the interconnection queue. The Macquarie facility is broken out as Term Loan A-1 of $20M drawn, A-2 of $30M available pre-lease at the lender’s discretion, A-3 of $40M and a $200M delayed draw, both at lender discretion. Project capital is to be raised at the asset level after lease execution, targeting roughly 80% debt. Filed
Two disclosures in the deck are recorded and not carried into the cards above. It refers to open engagement “as state audit process advances” without naming the audit, its scope or its authority, and nothing in the filing record read here establishes any of the three. It also states that a final surface waiver is pending from a single leasehold operator, which is a site condition this calendar does not otherwise track. Filed
Source: Form 8-K Item 7.01 with Exhibit 99.1, August 17, 2026, the investor presentation; company release, August 14, 2026, for the call details and the quotation. Filed
Every category reviewed appears as a row, including those that produced catalysts, which read across by title and ID. A category checked and found empty is recorded rather than omitted.
| Category | Status | Basis |
|---|---|---|
| Earnings | Covered above | Q2 2026 earnings and Form 10-Q (R9), Q3 2026 earnings and Form 10-Q (11), construction commencement and FY2026 Form 10-K (17). |
| Product launches | Covered above | Commercial diversification into modular and enterprise product lines (S5). No launch date announced. |
| Investor days | None | No formal investor day has been announced. Checked against the company’s own communications record: the business update calls of 17 March and May 18, 2026 carried the substantive disclosures, and the company presented at an investor conference on June 23, 2026. |
| Regulatory decisions | Covered above | Permitting (R10), Industrial District designation (5), vertical construction permits (12), Phase 2 air permit (13), moratorium policy wave (S6). |
| Activist ownership | None | Checked against all 17 beneficial-ownership filings in the complete index on August 3, 2026, under both the SC and SCHEDULE form types. One Schedule 13D is on file, from December 2024, disclaiming current plans and never amended; every other holder above 5% is on Schedule 13G, and none has converted to the control form. |
| Lawsuits | Covered above | Securities class action dismissal phase (8) and ruling (21), Gray personal claims (9); company claims settled (R6). |
| Macro events | Covered above | Rate environment and floating exposure (S2), peer lease comparables (S1), hyperscaler capital expenditure round (R7). |
| Industry conferences | None | Checked against the company’s announcement record, which shows an investor conference appearance on June 23, 2026 and no further scheduled appearance. |
| Management changes | Covered above | Leadership transition completed (R5), six senior appointments between 28 April and July 1, 2026. Third-party data providers still carry a headcount figure of 5 drawn from the FY2025 annual report, which pre-dates the hiring. |
| Buybacks | None | No repurchase program exists or is plausible. The company is funding a capital program projected to exceed $15B and is contractually required to establish a $100M at-the-market equity program (6). |
| Dividends | None | No dividend has been paid or declared. All three covering firms model a dividend yield of 0.00% through 2029. |
| Major contracts | Covered above | Power supply agreements (1), Stream joint venture definitive (2), hyperscaler lease (3). None is executed in definitive form. |
| Mergers and acquisitions | None | Checked against the filing record: the Sharon AI 50% buyout closed January 2026 and is carried as a resolved item. Legacy asset divestiture is tracked as a dated catalyst. |
| Proxy and shareholder votes | None | Checked against the proxy filing record: a preliminary statement of March 5, 2026, a definitive statement of 16 March, and two supplements of 10 April, tied to a special meeting whose date was changed by current report on 10 April. No further meeting is scheduled. |
| Index inclusion | Not established | Not examined. Annual reconstitution of the relevant index family completed in late June 2026 following a company statement of 1 June, and the outcome is not verified in this file. Also named in what was not checked. |
Sits across every other catalyst rather than beside them. Further issuance is contractual rather than merely expected.
The 8 April Term Loan Agreement requires the company to establish an at-the-market equity program of at least $100M. A Waiver and Consent Letter dated July 17, 2026 extended the deadline to within 60 days of written notice from Macquarie, or within five business days following the next quarterly or annual report, but did not remove the obligation. Against a market capitalization of $546.6M that is authority to issue roughly 18% of the company at prevailing prices.
| Component | Shares (M) | Basis |
|---|---|---|
| Common stock at December 31, 2025 | 53.4 | Filed FY2025 10-K, Mar 12, 2026 |
| Warrant exercises at $2.00, May 7, 2026 | 8.0 | Filed 10-Q, May 15, 2026 |
| Sharon AI payoff equity | 3.0 | Filed 10-Q, May 15, 2026 |
| Registered offering including greenshoe at $3.35 | 34.3 | Filed 8-K, Apr 14, 2026 |
| Macquarie equity investment at $5.00 | 1.0 | Filed 8-K, Apr 14, 2026 |
| Bridge loan conversion | 1.5 | Filed 10-Q, May 15, 2026 |
| Common stock at May 12, 2026 | 101.3 | Filed 10-Q, May 15, 2026 |
| Common stock at August 10, 2026 | 106.6 | Filed 8-K Ex 99.1, Aug 17, 2026: 106,559,339 |
| Unexercised warrants | 9.4 | Filed 8-K Ex 99.1, Aug 17, 2026: 9,416,958, being 3,036,000 at $2.00, 5,750,000 public and 230,750 private at $11.50, and 400,208 Macquarie at about $5.00 |
| Restricted stock units | 5.3 | Filed 8-K Ex 99.1, Aug 17, 2026: 5,298,363 |
| Employee options | 0.6 | Filed 8-K Ex 99.1, Aug 17, 2026: 550,000 |
| Total fully diluted | 121.8 | Filed 8-K Ex 99.1, Aug 17, 2026, as of 10 Aug: 121,824,660; excludes 9,649,418 performance stock units |
Shares outstanding roughly doubled in under five months. The registered offering priced at $3.35 while the stock traded near $5.00, so raises here have come at a discount and often after adverse news. The effect is visible in the ownership register: between two dated third-party notes, insider ownership fell from 25.4% to 16.4% and institutional ownership from 17.8% to 13.9%, with neither group selling. Average daily volume rose from 5.4M to 7.3M shares over the same period.
Forward dilution is not a tail risk in this security; it is the base case. One covering firm expects that drawing the full facility will require additional equity raises beyond the April 2026 financings, and another assumes 125M fully diluted shares in its published target to account for future issuance. Both published targets are therefore struck after assuming further dilution. Warrant exercise mechanics are tracked as a standing condition.
What would prove this read wrong, stated in advance. Each trigger should be settleable from a document. Two rows record events that have already occurred and are marked accordingly. Where a threshold is an analyst judgment rather than a filed figure it is tagged and stated as one.
| # | If this happens… | …this was wrong | Status |
|---|---|---|---|
| 1 | A non-binding term sheet or letter of intent is announced as satisfying the Macquarie covenant, rather than a binding lease. | That the covenant forces a real contract by the deadline. | Untriggered |
| 2 | A covenant waiver, amendment, extension or forbearance is disclosed in place of a lease. | That the 8 October date is fixed. | Untriggered |
| 3 | The Stream joint venture definitive is executed with company economics below 40%. | The 45% to 49% ownership assumption behind every published valuation. | Untriggered |
| 4 | A power purchase agreement is executed permitting the supplier to curtail delivery for more than 4 hours in any calendar month, or without a liquidated-damages remedy. Estimate No power purchase agreement has been filed, so the threshold is an analyst judgment rather than a filed figure. | That contracted power supports an investment-grade uptime commitment. | Untriggered |
| 5 | Disclosure of a material weakness in internal control over financial reporting. | That the control environment supports the reported figures. | Triggered |
| 6 | A restatement of previously issued financial statements. | That figures drawn from the Q1 2026 report can be relied upon. | Triggered |
| 7 | The Form 10-Q/A restates net loss by 10% or more against the $9.0M originally reported, or writes down the carrying value of the TCDC acquisition. Estimate The company states the effect “may be material” without quantifying it, so the threshold is an analyst judgment. | That the restatement is contained and technical. | Untriggered |
| 8 | The Q2 Form 10-Q is filed after its statutory deadline, or a Form NT 10-Q is filed. | That the restatement is contained. No Form NT has been filed to date. | Untriggered |
| 9 | An equity placement before 8 October prices 15% or more below the prior session close. Estimate Threshold set by analyst judgment, with the April 2026 offering at $3.35 against a market near $5.00 as the reference point. | That the covenant will be met on terms. | Untriggered |
| 10 | The Phase 2 air permit is denied or withdrawn, or the company has not disclosed the filing of a minor-source air permit application for the Phase 2 power islands, in any filing or press release, by December 31, 2026. Estimate The date is an analyst judgment; both limbs are settleable from a document. | That contracted turbines convert into Phase 2 capacity. | Untriggered |
| 11 | Departure of any of the six executives seated between 28 April and July 1, 2026, particularly the Chief Operating Officer or Chief Development Officer. | That the hiring round constitutes durable execution capability. | Untriggered |
| 12 | Stream, Apollo, Macquarie or Thunderhead publicly withdraws from the project. | That the partner consortium is stable, given it was assembled at the tenant's request. | Untriggered |
| 13 | Phase 1 energisation guidance moves beyond the second half of 2027. | The delivery timeline underpinning first revenue. | Untriggered |
| 14 | Peer lease comparables reset below $120 per kW per month. | That the $120 base case used by both covering firms is conservative. | Untriggered |
| 15 | Insider selling by a newly seated executive, or disposition by a holder above 5%, or a conversion from the passive to the control ownership form. | That management and large holders are aligned through the covenant window. | Untriggered |
| 16 | Microsoft, Meta or Amazon revises 2026 capital expenditure guidance downward at a subsequent report. | The demand backdrop for third-party capacity. | Untriggered |
Every ID in one table, gapless within each class. Links point at title slugs so they survive renumbering.
Ordered by probability of occurrence rather than by impact, and naming each item by title.
| Rank | Item | Note |
|---|---|---|
| 1 | Form 10-Q/A restatement (R8) | Filed as promptly as practicable. First real information on magnitude. |
| 2 | Q2 2026 earnings and Form 10-Q (R9) | Near-certain by statute. Watch whether the amended filing accompanies it. |
| 3 | $100M at-the-market program (6) | Contractually required; can trigger within five business days of the Q2 filing. |
| 4 | Power supply agreements (1) | Expected to be the first commercial document to execute. |
| 5 | Stream joint venture definitive (2) | Cements ownership economics; required for the delayed draw. |
| 6 | Hyperscaler lease (3) | Contractual deadline. The highest-information date on the calendar. |
| 7 | Post-covenant outcome (10) | Resolves either way in early October. |
| 8 | Standing conditions (S1 to S7) | Continuous flow that can move the security without company news. |
Maps the original numbering to the current IDs, so earlier log entries remain resolvable. The dated identifiers shift whenever an item resolves, and this table moves with them.
| Was | Now | Catalyst |
|---|---|---|
| 1 | R8 | Form 10-Q/A restatement, scope and quantification |
| 2 | D1 | Power supply agreements and the meter mix |
| 3 | D2 | Stream joint venture definitive agreement |
| 4 | D3 | Hyperscaler lease, Macquarie covenant deadline |
| 5 | R7 | Hyperscaler capital expenditure guidance, reclassified as resolved |
| 6 | R9 | Q2 2026 earnings and Form 10-Q |
| 7 | R10 | Permitting: stormwater, early grading, site plan |
| 8 | D5 | Industrial District designation |
| 9 | D6 | $100M at-the-market program |
| 10 | D7 | Zhou related-party note maturity |
| 11 | D8 | Securities class action, dismissal phase |
| 12 | D9 | Gray personal claims, New Mexico |
| 13 | D10 | Post-covenant outcome, the fork |
| 14 | D11 | Q3 2026 earnings and Form 10-Q |
| 15 | D12 | Vertical construction permits |
| 16 | D13 | Phase 2 air permit |
| 17 | D14 | Siemens turbine delivery milestones |
| 18 | D15 | Supporting infrastructure: water and connectivity |
| 19 | D16 | Legacy exploration and production monetisation |
| 20 | D17 | Construction commencement and FY2026 Form 10-K |
| 21 | D18 | $200M delayed draw and Phase 1 equity funding |
| 22 | D19 | TCDC Phase 1 energisation |
| 23 | D20 | Lea County, New Mexico optionality |
| 24 | D21 | Securities class action, dismissal ruling |
| S1 | S1 | Peer lease announcements and comparable resets |
| S2 | S2 | Rate environment and floating exposure |
| S3 | S3 | Warrant exercise mechanics |
| S4 | S4 | Insider transactions and ownership filings |
| S5 | S5 | Commercial diversification, modular and enterprise |
| S6 | S7 | Trust conversion optionality |
| S7 | S6 | Data center moratorium policy wave |
| C1 | R5 | Leadership transition completed |
| C2 | R3 | Going concern qualification resolved |
| C3 | R4 | Macquarie $290M facility and equity raise |
| C4 | R2 | Site assembly complete, 492 acres |
| C5 | R1 | Siemens turbines under contract, 460 MW |
| C6 | R6 | New Mexico settlement and TCDC consolidation |
The four tags used throughout this file and what each asserts. Tags are not color-coded: provenance is neither meaning nor identity, and a filed fact can be bad news.
| Tag | What it asserts |
|---|---|
| Filed | Stated in an SEC filing or company release, cited by form and date. Also covers a dated official publication by a named non-SEC issuer, with the issuer named in the source line. |
| Estimate | Derived or inferred here, or modelled by a named third party. The arithmetic or the basis is shown. |
| Open | Expected but unconfirmed. Nothing filed either way. |
| Market | Price, volume, float, short interest, and published targets and ratings, stamped with the close or publication date. A third party's target or rating is market data, attributed to the firm that issued it and never adopted here. |
| Level | Means |
|---|---|
| High | Date is company-announced, contractually fixed, or set by statute. |
| Medium | Date inferred from filing cadence, a stated window, or a third-party consensus the company has not confirmed. |
| Low | Date is a judgment call. Could move by a quarter or more, or no date has been published at all. |
Confidence rates timing, never outcome. A High-confidence catalyst can be a coin flip; a Low-confidence one can be near-certain in direction. The restatement is the clearest case here: its occurrence is close to certain and its date is unpublished, so it carries Low timing confidence.
Impact is independent of confidence. A High-impact, Low-confidence item is the most important kind on this calendar: it matters enormously and could land at any time. Standing conditions take a reason for being undated in place of a confidence rating, because the scale measures timing and they have none.
Defects identified but not yet resolved, with the text at issue quoted and the reason it remains open.
The earlier markup of this file remains unrecoverable. The full markup of the version preceding this one was overwritten when a later version was stored under the same filename, and only a text extraction survives. The figure set has now been compared in full and its losses restored, but any defect visible only in that version's tagging or table structure cannot be detected by comparison. This limitation does not expire.
The air permit application date is still not disclosed, and the test no longer depends on it. The delay limb previously ran ninety days from an application date that appears in no filing or release, so the clock had no start and could not be settled from a document. It now runs to a fixed date, December 31, 2026, and asks whether the application has been disclosed at all, which is settleable either way. The ninety-day figure came from third-party reporting of the minor-source route rather than from the company or the regulator, which is a further reason not to build a test on it. The state environmental regulator's own permit database was queried on August 3, 2026 and did not return data, so the application date is not established rather than confirmed absent, and that gap is named in what was not checked.
Catalysts are drawn from the filing types applicable to a Nevada corporation reporting as a United States domestic registrant: current reports, quarterly and annual reports, registration statements on Form S-3 and prospectus supplements filed under Rule 424, beneficial ownership schedules, insider ownership forms, and late-filing notifications. Foreign private issuer forms do not apply. On the record carried in this file, one Schedule 13D has been filed, on December 16, 2024, and it has never been amended; no late-filing notification has been filed. This paragraph previously said no Schedule 13D had ever been filed, which the companion report contradicts and the submissions index disproves.
Primary filings and company releases first, with form type and date.
Company filings. FY2025 Form 10-K, March 12, 2026, with amendment. Q1 2026 Form 10-Q, May 15, 2026, now subject to restatement. Forms 8-K dated 16 January, 25 March, 31 March, 6 April, 8 April, 14 April, 28 May with Exhibit 99.1, 6 July, 22 July, 30 July and August 17, 2026, the last furnishing the investor presentation as Exhibit 99.1 under Item 7.01. Form S-3 registration statements of 23 January, 4 February, 10 April and May 8, 2026 with amendments 12 March and 18 May. Preliminary and definitive proxy statements of March 5 and 16, 2026 with supplements of 10 April. Schedule 13G filings including July 20, 2026. Forms 3 and July 4 to 8, 2026.
Company releases and communications. GlobeNewswire and BusinessWire releases of 27 February, 1 April, 8 April and July 9, 2026; business update calls of 17 March and May 18, 2026; an investor conference appearance of June 23, 2026; the corporate website and investor relations platform accessed July 2026.
Third-party research. Northland Securities initiation, April 16, 2026, and company updates, July 1 and August 17, 2026. Texas Capital Securities initiation, April 16, 2026, and company update, August 17, 2026. B. Riley Securities initiation, July 6, 2026, and company update, August 17, 2026.
Market and counterparty data. Quarterly results and earnings calls of Alphabet, Microsoft, Meta and Amazon, July 22 to 30, 2026. Quote data for the August 18, 2026 close, the last completed session before this stamp. A short-seller report of December 12, 2025. Law firm releases of April and May 2026.
| Firm | Date | Published view | Basis |
|---|---|---|---|
| Northland Securities | Apr 16, 2026 | $11.00 | Market 283 MW credited at 19.0x, 45% venture ownership, 11% discount rate, 125M diluted shares |
| Texas Capital Securities | Apr 16, 2026 | $8.60 | Market 10% discount to net asset value of $9.57; 1.0 GW modelled of 1.4 GW potential |
| Northland Securities | Jul 1, 2026 | $11.00 reiterated | Market Basis unchanged; struck at $6.38, an implied upside of approximately 72% at that price |
| B. Riley Securities | Jul 6, 2026 | $10.00 | Market Sum of parts, Phase 1 at 14x and Phase 2 at 12x, 49% venture ownership, 101.5M shares |
| Texas Capital Securities | Aug 17, 2026 | $8.70 reiterated | Market Its own history dates this figure to July 20, 2026, after $8.60 in April and $8.80 in May |
| B. Riley Securities | Aug 17, 2026 | $10.00 reiterated | Market Sum of parts at a 49% venture share over 107M diluted shares, for $10.17 rounded down |
| Northland Securities | Aug 17, 2026 | $12.00 raised | Market From $11.00. Assumes ~505 MW of critical IT load, being the 757 MW gross at an assumed 1.5 PUE, a 12.5x multiple on $120/kW/month, ~45% ownership and 125M diluted shares |
These are the opinions of the issuing firms and are reproduced as market data rather than adopted. Three points bear on how much weight they carry. Every one of the three firms discloses an investment banking relationship with the company, and none carries a sell-equivalent rating anywhere in its coverage universe, with published distributions of 79.4%, 92.0% and 79.08% buy-equivalent and 0.00% sell-equivalent. The company's Chief Financial Officer led the energy, power and digital infrastructure investment banking practice at one of the three firms from 2020 through early 2026 before joining in March 2026, and that firm initiated coverage roughly one month later with the highest published figure, having also disclosed managing an offering for the company in the prior twelve months. The research set reached this analysis through the company's own investor relations agency, whose distribution watermark appears on one report, so the sample is curated rather than a survey of all available views.
A further caution on reading these documents. The 1 July update carries a risk section stating that as of December 31, 2025 the company did not have sufficient liquidity to fund operations, raising substantial doubt about its ability to continue as a going concern. That text was carried forward unchanged from the April initiation, whose own body text stated the April financings removed key funding uncertainties that had raised going concern risk. The same page shows a cash per share figure of $0.02, roughly $2M, which is the 31 March balance sheet struck before the April raise closed. Where a third-party document contradicts itself, the filing is the authority. A separate promotional layer also surrounds this security: an investor awareness firm discloses the company as a paid client, and the December 2025 short-seller report alleged that promotion spending exceeded oil and gas operating spend.
All three initiations were built on the Q1 2026 quarterly report, which the company has since said should no longer be relied upon, and none has been revised for the restatement.
This paragraph described a presentation-only revision and was left behind by two that were not. The revision of August 18, 2026 read the Form 8-K and investor presentation of August 17 and repriced; this one reads three third-party notes of August 17 and reprices again. The filing sweep behind this revision reached August 19, 2026 at 186 filings, and the investor relations feed was read the same day. Within the material that is carried, the following remain undisclosed rather than unchecked: the final joint venture ownership percentage, the lease rate, the terms of both power purchase agreements including curtailment provisions, water rights or supply agreements, a definitive fibre agreement, the Form 10-Q/A and its quantified effect, the execution date of the 54-acre corridor agreement, and the court schedule in the securities class action. Index inclusion status following the June 2026 reconstitution is not independently confirmed. An unexamined area is a gap rather than a clean bill.
Newest first. The original build entry is never removed or rewritten.
Three firms published on the business update call and all three are carried. Northland raised to $12.00 from $11.00, B. Riley reiterated $10.00 and Texas Capital reiterated $8.70. No catalyst moved and no identifier changed: a third-party note is evidence that a firm published a view, never that anything happened. The resolved business update call stands exactly as written. Market
Two paragraphs in this file denied things the file itself records. The first said "this revision changes presentation and wording only. It carries out no new filing sweep, no repricing and no fresh source verification", which the revision of August 18 falsified when it read the Form 8-K of August 17 and repriced. The second said no Schedule 13D has ever been filed; the submissions index carries one, filed December 16, 2024, and the companion report discusses that very position. Both are corrected. A third paragraph rounded the campus to the design total this pair superseded today and now reads 1.5 GW, against the 1,507 MW three-phase design. The sources paragraph named the earlier session as the one the quote data came from, which the repricing had superseded, and did not list the three notes read today; both are corrected. Filed
Repriced to the 18 August close. $5.46 → $5.13 and the market capitalization $581.8M → $546.6M on the unchanged filed count of 106,559,339. The at-the-market authority rises from roughly 17% to roughly 18% in both places it is stated, because the denominator fell. Nothing has been filed since the Form 8-K of August 17 and the investor relations feed carries nothing newer, both read on August 19.
The call was held and this calendar now reports it. The business update call, August 17, 2026 (D1) was the elapsed catalyst that put this ticker at the head of the queue, and it closes into the resolved sequence (R11). The company furnished its investor presentation as Exhibit 99.1 to a Form 8-K under Item 7.01 the same day, and neither document in this pair recorded that filing until now. Filed
It resolved to its own stated downside. This card was written before the call and said the downside was a call restating the release without a counterparty, a price or a date. That is what happened: the Phase 1 power purchase agreement is still in advanced negotiations, no counterparty, price or date is given, and no tenant is named. The upside case, a signed agreement in the company’s own name or a named tenant, did not occur.
Every dated identifier shifts down by one. Section 01 requires gapless numbering running straight through the bands, so removing the call from the dated sequence moves every identifier below it down one place. The dated count falls 22 to 21, the resolved count rises 10 to 11, the three band range labels move with the sequence, and the ID concordance in Section 08 moves with it. The 19 parenthesised cross-references in the body were counted before the shift and moved with it. Log entries below this one are not renumbered, which is why the concordance exists and why the map is stated here.
| Was | Now | Catalyst |
|---|---|---|
| D1 | R11 | Business update call, August 17, 2026 |
| D2 | D1 | Power supply agreements, and the front-of-meter to behind-the-meter mix |
| D3 | D2 | Stream joint venture definitive agreement |
| D4 | D3 | Hyperscaler lease, Macquarie covenant deadline |
| D5 | D4 | Phase 1 plat approval, Ector County and the City of Odessa |
| D6 | D5 | Industrial District designation and payment in lieu of taxes |
| D7 | D6 | $100M at-the-market program, contractually required |
| D8 | D7 | Zhou related-party note maturity |
| D9 | D8 | Securities class action, motion to dismiss phase |
| D10 | D9 | Gray personal claims, State of New Mexico |
| D11 | D10 | Post-covenant outcome, the fork |
| D12 | D11 | Q3 2026 earnings and Form 10-Q |
| D13 | D12 | Vertical construction permits |
| D14 | D13 | Phase 2 air permit, Texas Commission on Environmental Quality |
| D15 | D14 | Siemens turbine delivery milestones |
| D16 | D15 | Supporting infrastructure: water and connectivity |
| D17 | D16 | Legacy exploration and production monetisation |
| D18 | D17 | Construction commencement and FY2026 Form 10-K |
| D19 | D18 | $200M delayed draw and Phase 1 equity funding |
| D20 | D19 | TCDC Phase 1 energisation |
| D21 | D20 | Lea County, New Mexico optionality |
| D22 | D21 | Securities class action, motion to dismiss ruling |
Repriced to the 17 August close. $5.07 → $5.46, up 7.69%, and market capitalization $540.3M → $581.8M on the unchanged filed count of 106,559,339. The at-the-market authority falls from roughly 19% of the company to roughly 17% on the larger capitalization, in both places it is stated. This is the first close either document in this pair has carried that falls after the two filings and the release of 14 August.
The share count progression ended in a fully diluted total that could not be refreshed, and now it can. The table closed at 119.6M sourced to the Form 10-Q of May 15, 2026, excluding 8.5M performance-gated units, because the June quarter publishes no diluted count. The investor presentation publishes one, as of 10 August 2026, and it reconciles to its own total: 106,559,339 shares, 9,416,958 unexercised warrants, 5,298,363 restricted stock units and 550,000 employee options make 121,824,660. The excluded performance stock units are stated at 9,649,418, not 8.5M. The four dilution rows and the total are restated on that basis and the warrant row now carries its strike breakdown.
Read and not applied. The deck refers to open engagement as a state audit process advances, without naming the audit, its scope or its authority, and to a final surface waiver pending from a single leasehold operator. Both are recorded on the business update call, August 17, 2026 (R11) and neither is carried into a dated card (R11 records both), because nothing in the filing record read here establishes a date or a counterparty for either. The site survey, the design renderings, the community programme detail and the partner roster add no figure. The five beneficial-ownership filings of August 14 remain unread, as does the Form 8-K of July 22.
Added later the same day. This calendar was not repriced when its report was, and the pair disagreed. The report moved to the August 14, 2026 close of $5.07 with the reasoning set out in its own entry; this file stayed on the August 3 close of $5.10 and a market capitalization of $516.6M. Each document was internally consistent, so nothing that reads one file at a time could see it. The price moves $5.10 → $5.07 and the market capitalization $516.6M → $540.3M, the latter rising on a share count that moved 101,290,928 → 106,559,339 rather than on the price, and recomputed from that count rather than scaled. The at-the-market authority stays at roughly 19% of the company, being 19.4% before and 18.5% after, so that figure is correct on both bases and is left alone. The sources line dating the quote data to August 3 moves with it, and the basis line above now names the pricing session, which it never did.
Two dates of August 3, 2026 are deliberately not moved. The submissions index was read that day and the state permit database was queried that day. Both are statements about when something was done, and the first is the honest basis for the claim that no executive has bought on the open market, since the five beneficial-ownership filings of August 14 remain unread.
This calendar said every figure from the first quarter was "provisional pending restatement". They are not provisional, they are wrong, and the corrected ones are now filed. The amendment cut first-quarter revenue from $802,353 to $514,587 and widened the net loss from $(8,991,887) to $(10,823,974). The framing banner carried the superseded wording and has been rewritten.
The Phase 2 rating of 450 MW was carried in four places and is superseded. The air permit application filed by the Phase 2 power partner would support approximately 550 MW, and the company attributes the increase to different generation equipment. All four claims are corrected. Whether the 460 MW of contracted Siemens turbines remain the Phase 2 equipment is now an open question this file does not answer.
Three catalysts resolved, all on August 14, 2026. The Form 10-Q/A restatement, scope and quantification (R8) closed with the amendment filed. The Q2 2026 Form 10-Q (R9) closed on filing. Site permitting: construction permits and grading authorisation (R10) closed on the company release confirming construction permits in hand and a Notice of Intent approved to commence grading.
Two dated catalysts are new. The business update call, August 17, 2026 (D1), which is the day this file is stamped and had not been held when it was built. And Phase 1 plat approval, Ector County and the City of Odessa (D5), which is the part of the site permitting sequence that did not resolve: the plat is submitted and not approved.
What this file cannot tell you. The business update call is at 5:00 p.m. Eastern on the day of this stamp and the build ran before it. Nothing here reports it. The company release states the company is in advanced negotiations for a Phase 1 power purchase agreement in its own name, and that is the subject to watch.
Going concern is now the company's own conclusion rather than a covering firm's, under ASC 205-40 in the June quarter report, and the resolved item records it.
Read but not applied: the five beneficial-ownership filings of August 14 and the Form 8-K of July 22 carrying a material definitive agreement remain unread, and the leadership record does not yet carry the chief operating officer and chief accounting officer named in the August 14 release.
This calendar said the company had not confirmed a Q2 date. It had, on August 11, 2026. New Era announced that it expects to file the Form 10-Q for the quarter ended June 30 after market close on Friday August 14, with a business update call and webcast on Monday August 17 at 5:00 p.m. Eastern. Filed Company release, Aug 11, 2026. The catalyst carried the words "the company has not confirmed a date" and a source line reading "not company-confirmed" for two days after that was false, and both are now removed.
Earlier the same day this item was rebased from a third-party consensus date onto the statutory deadline, on the reasoning that a 10-Q for a June quarter is due 45 days after quarter end for an emerging growth company: 30 June plus 45 is Friday August 14. That reasoning was sound and rested on the very sentence this entry withdraws. The date it produced happens to be the date the company had already announced, which is a coincidence and is recorded as one: the company scheduled its filing for the last permitted day.
The consequence is unchanged and now sharper. With no margin between the announced date and the deadline, any slippage is a Form NT and a disclosable event, against an open restatement the Audit Committee opened on July 24.
Assessed August 13, 2026. The submissions index was read in full: nothing has been filed since July 30, 2026, and no Form 10-Q, Form 10-Q/A or Form NT has appeared. The investor-relations feed was read alongside it and is where both August 11 releases were found. An EDGAR-only read would have reported silence.
Data center moratorium policy wave (S6) gains the Texas directive. On August 11 the company publicly backed Governor Abbott's directive on data center oversight, which belongs to the moratorium condition already tracked there.
Not repriced, and the analysis outside these two items is unchanged and remains struck as of August 3, 2026.
Repriced to the 3 August close. $4.66 → $5.10, up 9.44%, and market capitalization $471.44M → $516.6M on the unchanged filed count. The at-the-market authority falls from roughly 21% of the company to roughly 19%. No catalyst changed class and no identifier moved.
The masthead market capitalization was tagged as published market data and is computed in this document. It read Market and now reads Estimate: the figure is the 31 July close multiplied by the filed share count, derived here rather than published by a data provider.
The coverage distribution for one covering firm was stated as 79.1% and is corrected to 79.08%, the figure that firm publishes. The capacity axis of the published valuation sensitivity, $5.20 at 133 MW and $36.50 at 933 MW, was absent, so the file stated one axis of a two-axis sensitivity as though it were the whole of it. Both are restored to the body.
Filing sweep re-run on August 3, 2026 against Central Index Key 0002028336 rather than against the ticker, across the complete submissions index of 175 filings covering June 28, 2024 to July 30, 2026. The index does not paginate, so every absence recorded here rests on the whole record. Seventeen of those filings are statements of beneficial ownership, all under the SCHEDULE form types and all opened; the older SC types return nothing for this issuer. Nothing has been filed since July 30, 2026, being the Form 8-K and a Schedule 13G of the same date, and no late-filing notification has been made, so no analysis moved on new filings. The Form 10-Q/A remains unfiled.
No repricing was possible or needed: the latest close remains July 31, 2026, this report being assembled on a Sunday, so price and market capitalization stand at $4.66 and $471.44M. The as-of stamp moves 1 August → August 2, 2026.
Thirteen figures restored to the body, closing the backlog recorded in Methodology. The masthead strip regains FY2025 revenue of $885K, FY2025 net loss of $29.6M, the 52-week range of $0.32 to $9.45 and the trailing loss per share of $0.89; the masthead strip carries every figure that can be sourced rather than a fixed list. Also restored: the filer identifier, the prospectus rule under which supplements are filed, the implied upside of approximately 72% beside the reiterated third-party figure, and the capacity sensitivity noted above.
Two figures previously carried from the companion document are now sourced here directly. The development partner's pipeline is stated with its market breakdown, and the coverage distribution is cited to the firm that publishes it. Neither is an import any longer.
Four falsification triggers quantified. Curtailment now reads more than 4 hours in any calendar month or the absence of a liquidated-damages remedy; the restatement test reads a 10% or greater change against the $9.0M net loss originally reported; the discount test reads 15% or more below the prior session close. Each is an analyst threshold rather than a filed figure and is tagged accordingly. The air permit test reads 90 days from the application date, and because no application date has been disclosed that limb is carried forward as the one remaining unsettleable trigger.
No catalyst identifier moved. Nothing resolved and no expected date changed.
Q1 2026 financial statements withdrawn pending restatement. On July 24 the Audit Committee determined, after consulting management and auditor Weaver and Tidwell, L.L.P., that the Q1 2026 Form 10-Q should no longer be relied upon (Form 8-K Item 4.02, filed July 30). Three issues: ~$1.4M of professional fees misclassified as G&A that should have been deferred as debt and equity issuance costs; ASC 718 errors on executive PSUs whose $23.5M grant-date fair value "was inappropriately calculated and understated"; and an ongoing re-evaluation of the fair value of the January 16 TCDC acquisition, with a valuation expert engaged. The company cannot quantify the combined effect and says it "may be material." No cash or tax effect. Added as Catalyst 1 with a header banner, and noted in Section 9 that all three sell-side initiations were built on the now-unreliable filing.
Material weakness reclassified. The 8-K restates a disclosure from the original Q1 10-Q that disclosure controls were not effective as of March 31, 2026, with an identified material weakness in internal control over financial reporting. Earlier versions of this calendar listed a material weakness as a future warning signal; it was a pre-existing condition. Falsification rows 5 and 6 are now marked ⚑ TRIGGERED, with two rows added for 10-Q/A magnitude and late-filing risk.
$100M ATM obligation added (Catalyst 9). A July 17 Waiver and Consent Letter with Macquarie (8-K filed July 22) extended, but did not remove, a Term Loan requirement to establish an at-the-market program of at least $100M: within 60 days of Macquarie's notice or five business days after the next periodic report. Against a $471M market capitalization that is authority to issue roughly 21% of the company. The dilution overlay now describes further issuance as contractual rather than expected. A systematic filing sweep also found four Form S-3 shelf registrations and two amendments in 2026 (Jan 23, Feb 4, Apr 10, and May 8 with an S-3/A May 18) rather than the single $350M shelf previously tracked, so the registration vehicle for the ATM appears already in place, shortening the runway to live share sales.
Hyperscaler capex resolved (Catalyst 5). All four candidate tenants have reported: Alphabet raised to $195–205B; Amazon raised to ~$220B from $200B with AWS +36.7% and capacity constraints expected to persist through 2027 with demand strong for 2028; Meta raised the low end to $130–145B but saw free cash flow collapse to $784M from $8.5B and fell ~9.6%; Microsoft's move to ~$175B is an accounting reclassification, not a spending cut. Net: demand confirmed, but the market now punishes capex rather than rewarding it.
Filing record characterised, and one characterisation corrected. A Schedule 13D is on file, from Pecos Slope Holdings LLC on December 16, 2024 for 879,819 shares at 6.68%, never amended. An earlier reading of this record stated that none had ever been filed, and reasoned from that absence; the sweep behind this entry reads all seventeen beneficial-ownership filings on the index rather than the two previously used, and also picks up BlackRock at 6.1% on a July 30, 2026 filing. Every other 5%+ holder is on 13G with no conversions; and the June 23 Form 4 reports a 325,000 RSU award to the Chief Accounting Officer, confirming no executive has bought on the open market (both added to S4). No Form NT 10-Q or NT 10-K has been filed, making its absence the cleanest early tripwire on the restatement (falsification row 8). A proxy row was added to Section 6 covering the PRE 14A, DEF 14A and two DEFA14A supplements tied to the April special meeting. Section 12 now documents the sweep and records that 6-K, 20-F, 40-F, NT 20-F and NT 40-F do not apply, since New Era is a Nevada corporation filing as a US domestic registrant.
Market data. Header struck to the Friday, July 31 close: $4.66, market cap $471.44M, intraday range $4.44–$5.15, down 3.52% on the day and a further 1.72% after hours to $4.58. Covenant countdown restated as 68 days. Q2 earnings consensus converges on August 13 at −$0.09 EPS, though the restatement introduces slippage risk.
Incorporates the Northland Securities company update of July 1, 2026 and verification of its regulatory references. Power architecture reframed. Catalyst 1 was previously titled "Front-of-Meter PPAs" and assumed Phase 1 buys grid power from Vistra and Calpine. TCDC has always been designed as a hybrid, and all three covering firms describe it that way; what is moving is the mix. At Northland's June 23 conference management said the parties are "actively exploring a fully islanded behind-the-meter configuration," under which 650 MW of gross BTM capacity becomes the primary focus and total site capacity could support high-800 MW+ of critical IT load. B. Riley still modelled front-of-meter five days later. Catalyst 1 now tracks the mix rather than assuming an architecture, and notes that turbine order size is the cleaner signal: 460 MW is contracted against 450 MW of Phase 2, while an islanded 650 MW campus needs more than 650 MW of generation once N+1 redundancy is carried without a grid backstop. New York moratorium added. On July 14, 2026 New York enacted the nation's first statewide hyperscale data center moratorium, pausing Stream's own ~$19.4B Genesee County project; Arizona separately enacted a three-year moratorium on data center sales tax breaks. Northland reports the delay moved TCDC up the hyperscaler's priority list, giving Catalyst 3 a causal urgency mechanism rather than generic market tightness. Added as S7, and flagged as the rare risk that currently pays: a behind-the-meter campus also defuses the ratepayer objection driving the policy wave, which is management's stated rationale for exploring islanding. S5 strengthened. The 2–25 MW repositioning was discussed with analysts on June 23, a month before the website relaunch: management described an underserved 20–50 MW segment with modular deployments operational within roughly nine months of site acquisition. That establishes it as disclosed strategy rather than marketing copy. Also added. Northland's July 1 reiteration of $11.00 at $6.38 with an unchanged valuation basis, against a $4.78 close on July 24 (Section 7); ownership dilution evidence, insider ownership 25.4% → 16.4% and institutional 17.8% → 13.9% between the April and July notes (Section 8); and a stale-boilerplate example: Northland's July 1 risk section still cites the December 2025 going-concern doubt its own body text described as resolved, alongside a FactSet cash-per-share figure of $0.02 struck before the April raise (Section 9). Structural conditions now S1–S7.
Substantive update following review of company communications, counterparty disclosure, and market data. New counterparty data. Alphabet reported Q2 2026 on July 22 and raised full-year capex guidance to $195–205B from $180–190B, on Q2 capex of $44.9B (+107% YoY), Google Cloud revenue +82% to $24.8B, and backlog of $514B; management stated it plans to "expand the use of third-party capacity in Q3 as a bridging strategy." Microsoft and Meta report July 29, Amazon July 30; combined 2026 AI capex across the four named candidate tenants is tracking to ~$725B (+77%). Added as Catalyst 4, previously untracked despite all four being named tenant candidates. New company communications. The corporate website was relaunched, introducing three named product lines (Turnkey Solutions, Hybrid Colocation, Enterprise Solutions), phased delivery in 2–25 MW increments, an 8+ GW identified pipeline, a <15 month deployment target, ~80% factory fabrication, battery storage added to the multi-source power mix, and 99.99%+ advertised availability; investor relations migrated to a Q4 Inc. platform on a dedicated subdomain. Captured as S5 and read as neutral commercial development. Corrected market data. Header price and market cap now reconcile to a single session (Jul 24 close, ~$4.78 / ~$484M at 101.29M shares); the prior pairing did not. The price-action note was rewritten against the actual tape, Jul 20 close $4.075 · Jul 21 close $5.92 (intraday high $6.43) · Jul 23 $5.32 · Jul 24 range $4.75–5.37, superseding an earlier characterisation of a 26% move on July 20, which was wrong on both date and magnitude. Published market capitalizations ranged $412.8M–$588.5M across those sessions against a stable share count. New disclosure and provenance. RedChip Companies discloses NUAI as a paid client, and the Texas Capital report carries a distribution watermark addressed to Orange Group Advisors, the company's own investor relations firm; both added to Section 9. Newly tracked channels. SEC Forms 3 and 4 (two of each filed since the leadership transition, most recent July 8) as S4; warrant mechanics, 8.2M ATW at $2.00 unexercised and 6.0M de-SPAC at $11.50, as S3; peer lease comparables, 30+ disclosed transactions at $140–190/kW/month, as S1; SOFR exposure on the Macquarie facility, ~$725K of annual interest per 25bp fully drawn, as S2. Also added. Dated catalysts for Siemens turbine delivery and for water and connectivity dependencies, neither previously tracked by any covering analyst; a Falsification Checklist (Section 11); and index-inclusion and headcount rows in Section 6, the latter noting third-party providers still carry a stale 5-employee figure from the FY25 10-K. Taxonomy. Undated conditions separated into Section 4 · Structural Backdrop and marked ⬡ UNDATED, because the confidence scale measures timing certainty and cannot rate items with no date. Report date advanced from July 22 to July 25; covenant countdown restated as 75 days.
Initial catalyst calendar published covering 19 forward catalysts across three horizons (0–3, 3–6, and 6–12 months) plus 6 completed events (C1–C6), spanning earnings, major contracts, financing and dilution, litigation, regulatory, permitting, operations, and expansion items. Sequenced against the October 8, 2026 Macquarie lease-execution covenant. Included a sell-side valuation comparison, a dilution overlay, a disclosed-conflicts section, and an explicit null-category table. Built on SEC filings read directly on sec.gov and on three sell-side initiations, Northland (April 16, 2026, $11.00), Texas Capital (April 16, 2026, $8.60), and B. Riley (July 6, 2026, $10.00), available as of July 21–22, 2026.