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- Material Weakness (new) — The company confirms a material weakness in internal controls over financial reporting as of March 31, 2026.
- Restatement (new) — The company says its previously issued Q1 2026 financial statements require restatement and should no longer be relied upon.
New ERA Energy says Q1 2026 financials can't be relied on, will restate due to expense and stock-comp errors
Filed July 30, 2026 · Period ending July 24, 2026 · ~2 min read
Key Changes
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high
Audit Committee determined on July 24, 2026 that Q1 2026 Form 10-Q financial statements require restatement and should no longer be relied upon.
Item 4.02 verify on EDGAR → -
high
About $1.4 million of legal and professional fees were incorrectly expensed as G&A instead of being deferred as debt or equity issuance costs.
Item 4.02 verify on EDGAR → -
high
Grant-date fair value of PSU awards granted in Q1 2026 was understated at $23.5 million; effect on the period may be material.
Item 4.02 verify on EDGAR → -
high
Management identified a material weakness in internal control over financial reporting as of March 31, 2026.
Item 4.02 verify on EDGAR → -
medium
Company is evaluating accounting for its January 2026 acquisition of remaining 50% interest in Texas Critical Data Centers; engaged a valuation expert.
Item 4.02 verify on EDGAR →
Summary
New ERA Energy & Digital disclosed that its Q1 2026 financial statements should no longer be relied upon and will be restated. The Audit Committee made the determination on July 24, 2026, after identifying errors in expense classification and stock-based compensation accounting.
Approximately $1.4 million of legal and professional fees tied to specific debt and equity transactions were incorrectly expensed as general and administrative costs instead of being deferred. Additionally, the grant-date fair value of performance stock units awarded during the quarter was understated at $23.5 million.
The company is also evaluating its accounting for the January 2026 acquisition of the remaining 50% interest in Texas Critical Data Centers and has engaged a valuation expert. The errors affect net loss, net loss per share, total assets, total liabilities, total stockholders' equity, and the presentation of the cash flow and equity statements. Management has concluded that disclosure controls and procedures were not effective as of March 31, 2026, and has identified a material weakness in internal control over financial reporting. The company cannot yet quantify the full impact of the stock-comp and acquisition accounting issues, but says the combined effect may be material. The restated financials will be filed in a Form 10-Q/A. For investors, the restatement and material weakness raise concerns about the reliability of prior financial reporting and the effectiveness of internal controls. The ongoing evaluation of the TCDC acquisition adds further uncertainty about the accuracy of reported results. The company has not provided a timeline for completing the restatement or remediating the control weakness.
Section-by-Section Diff
Event · Item 4.02 — Non-Reliance on Previously Issued Financial Statements
Company says Q1 2026 financials can't be relied on and will be restated due to expense and stock-comp errors.
Added in current filing · verify on EDGAR →
The grant-date fair value of the PSU awards granted during the three months ended March 31, 2026, as originally determined of $23.5 million, was inappropriately calculated and understated.
The company identified non-cash errors in accounting for performance stock units granted to executives, including an understated grant-date fair value of $23.5 million. The company cannot yet quantify the effect on the affected period, but it may be material.
Added in current filing · verify on EDGAR →
management is evaluating the Company’s accounting for its acquisition on January 16, 2026, of the remaining 50% membership interest in Texas Critical Data Centers, LLC (“TCDC”).
Management is evaluating certain components of the fair value of the TCDC acquisition and has engaged a valuation expert. The company cannot yet quantify potential effects if an error is determined.
Added in current filing · verify on EDGAR →
The errors affect net loss, net loss per share, total assets, total liabilities and total stockholder’s equity as well as the presentation of the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in stockholders’ equity.
The combined effect of all errors may be material and affects net loss, net loss per share, total assets, total liabilities, total stockholders' equity, and the cash flow and equity statements. The errors have no effect on cash position and no expected income tax effect due to a full valuation allowance.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 4, 2026 · How we verify