New Era Energy & Digital has signed a binding agreement to acquire Sharon AI’s 50 percent stake in Texas Critical Data Centers (TCDC), a joint venture between the two companies, which is developing an AI data center in Ector County, Texas.

New Era Energy & Digital will pay SharonAI an aggregate consideration of $70 million for the interests of the company. Of this, $10 million will be payable in cash, with $150,000 as a non-refundable deposit due within 14 days of December 19, 2025, and $9.85 million payable upon the occurrence of certain events, no later than March 31, 2026.

A further $10 million will be payable in common stock, due no later than March 31, and the remaining $50 million will be issued as a senior secured convertible promissory note, granting SharonAI the right to convert 20 percent of the amount owed into common stock of New Era Energy & Digital, with maturity due on June 30, 2026.

The term sheet will obligate the two companies to negotiate and execute, in good faith, customary definitive agreements that incorporate the terms of the term sheet and include other customary terms and conditions. In addition, Sharon will have to reimburse the costs of the land funding portion, expected to cost approximately $2.5 million, on or before January 9, 2026.

TCDC is developing a data center campus in Ector County, Texas. The project is expected to have an initial capacity of 250MW, with the potential to scale beyond 1GW. The company has acquired a plot of land spanning 438 acres where it plans to construct the facility.

To support power generation at the site, TCDC has executed a non-binding letter agreement with Thunderhead Energy Solutions, an on-site generation firm, to finance, construct, and operate around 250MW of behind-the-meter gas-fired power generation.

In addition, in September, TCDC signed a non-binding LOI with Mawgan Capital to deploy 250MW of gas generation to supply the data center. Under the terms of the LOI, Mawgan intends to finance and deliver the generation system through its Digital Zero Power product. Construction of the generation system is expected to begin later this year, with full commissioning targeted over the next 18 months.

To ensure connectivity for the data center, TCDC also signed a Memorandum of Understanding (MoU) with GlobeLink to purchase the right to use dark fiber and associated operations and maintenance services. As part of the MoU, GlobeLink has stated its intention to develop a 1,600-mile (2,574km) fiber optic network spanning Texas, specifically designed to support AI workloads.

The site will be developed in phases, with the first 100MW segment expected to come online by December 2026. The remaining 150MW is slated for completion six months after the first phase is completed. It is unclear whether the acquisition will impact timelines on the data centers construction.

Plans for the data center first emerged in late 2024. At the time, the campus had an expected capacity of 90MW; however, following the acquisition of a larger plot of land, the project was expanded to 250MW.