New America Acquisition I Corp.

This filing establishes the fundamental SPAC mechanics: trust value of $345M ($10.00 per public share), redemption rights tied to business combination approval or amendment votes, liquidation deadline of 18 months (or 24 months with signed deal), sponsor's 12.5M founder shares with 26.6-29.4% conversion and no redemption rights, and lock-up/transfer restrictions. Investors tracking redemption deadlines and sponsor economics need to know these terms for future decisions on tendering shares or assessing deal quality.

The disclosed structure dictates shareholder economics and governance risks before any target is identified. Founders acquiring equity at $0.002 per share alongside mandatory $10.00-per-unit public pricing creates immediate structural dilution that expands if additional equity is priced below book value at combination, per anti-dilution conversion formulas tied to approximately 26.6% founder ownership targets.

While confirming domestic sponsor control, the Respondent directed the Staff to qualitative disclosures rather than supplying the quantitative deal mechanics explicitly requested—including completed financing levels, redemption percentages, liquidation history, and extension timelines for the named historical transactions. Consequently, investors retain no verified benchmark for how the sponsors executed previous capital raisings or handled shareholder exits.

Establishes key IPO terms and trust mechanics critical for redemption analysis: $10.00 per unit trust value, 18-month (or 24-month with definitive agreement) deadline to complete a business combination, and redemption rights for public shareholders. Details sponsor economics — founder shares purchased at $0.002 per share, creating significant dilution risk for public stockholders. Discloses material conflicts of interest, including advisory board roles for Donald Trump Jr. and Eric Trump, and concurrent SPAC affiliations of management (Yorkville Acquisition Corp., D. Boral ARC Acquisition I Corp.). Provides full set of governing agreements relevant to trust administration, warrant terms, and sponsor compensation.

Regulatory scrutiny over sponsor composition and historical deal execution directly shapes investor expectations for NWAX’s trust preservation and ballot-box dynamics. By mandating explicit disclosure of past financing requirements, redemption percentages, and extension histories, the Division of Corporation Finance is forcing the sponsor to anchor future redemption forecasts to documented precedent rather than unverified projections. The inquiry into non-U.S.

This document provides the definitive terms of a new SPAC IPO, establishing the trust value ($10.00 per share), redemption mechanics, dilution from founder shares, deadlines, and potential conflicts of interest. The involvement of Trump family members on the advisory board and Dominari/D. Boral as underwriters (with the latter's CEO also on the advisory board) are notable. The $300M trust size and $700M+ target enterprise value indicate a large-deal SPAC. Investors must assess the sponsor's low-cost founder shares and the ability to redeem at $10.00 plus interest, subject to a 15% cap on redemptions by any stockholder if a vote is held.

This filing establishes the full economic and governance structure of a new SPAC with a $300 million trust. Investors tracking redemption deadlines will note the standard 18-24 month window and the potential for stockholder-approved extensions. The trust value is $10.00 per share. Sponsor conduct is highlighted by the nominal $0.002 per share founder price, creating significant dilution risk for public stockholders. The presence of Donald Trump Jr. and Eric Trump on the advisory board, and the connection to Trump Media & Technology Group (TMTG) through McGurn's advisory role, adds political and media significance. The SPAC's stated focus on U.S. industrial capacity and supply chain independence aligns with current policy themes. The conflict of interest with Yorkville Acquisition Corp. (another SPAC led by the same CEO) is a material governance concern. The underwriting includes a 5% business combination marketing fee ($15 million) payable to Dominari Securities and D. Boral Capital upon completion, which is a notable cost.

What changed: Quarterly Report (10-Q) for New America Acquisition I Corp., a blank-check company still searching for a business combination, for the period ended June 30, 2026. Trust account grew to $351.9M (from $345.9M) due to interest income; cash outside trust fell to $0.66M (from $0.94M). Net income of $3.9M for H1 2026. Redemption value per share rose to $10.15 (from $10.02). Going concern disclosure added: management has substantial doubt about continuing past June 5, 2027, absent a business combination or extension. No extension plan approved. Material weakness in internal controls over financial reporting reported. Why it matters: The SPAC is on a clock: it must complete a business combination by June 5, 2027 (or earlier if extended). The going concern warning signals risk of liquidation if no deal is reached. Trust value per share is increasing, but operating cash is being consumed. The redemption price per share is now $10.15, so investors should monitor the deadline and any potential extension votes. The material weakness indicates control issues.

What changed: Current Report on Form 8-K (Items 5.02 and 7.01) documenting a voluntary CEO and director resignation alongside the appointment of the Chairman as Chief Executive Officer, furnished with a Regulation FD press release detailing the transition. Regarding redemption mechanics, trust values, extensions, and deal progress, the filing reports no updates or adjustments; the SPAC remains in its pre-business-combination search phase with no altered calendar deadlines or trust account modifications disclosed. The structural changes involve the board decreasing from six directors to five directors upon the departure of Kevin McGurn, effective August 5, 2026. Chairman Kyle Wool, aged 49, immediately assumed the Chief Executive Officer role while maintaining his chairmanship. The press release confirms the company completed its initial public offering of 34,500,000 units at $10.00 per unit in December 2025, including the full exercise of the underwriters’ over-allotment option. Why it matters: For investors monitoring sponsor conduct and capital deployment timelines, the leadership handoff is notable because the incoming CEO previously served as chief executive officer of Dominari Securities, a co-book-running manager and underwriter representative in the Company’s IPO, indicating continuity between the founding syndicate and current operating management. Attribution of forward-looking intent remains strictly tied to management commentary: Mr. McGurn characterized the move as a seamless succession with 'complete confidence' in the new leadership, while Mr. Wool stated the platform retains 'the capital raised in our offering and a deep pipeline of opportunities' across industrial automation, data and AI infrastructure, advanced manufacturing, and U.S. energy and power systems modernization. Because no extension vote, trust replenishment, or target acquisition is referenced, market participants should view this as a standard governance filing aimed at stabilizing the search mandate ahead of potential future regulatory or calendar milestones.

What changed: A Schedule 13G/A beneficial ownership report. The amendment updates the beneficial ownership disclosure for the holder Meteora Capital, LLC. The provided excerpt states no share quantities, ownership percentages, transaction dates, or deviations from prior filings. It makes no reference to redemption deadlines, trust account conditions, extension proposals, or sponsor conduct. Why it matters: Investors file or monitor 13G/A amendments to gauge institutional positioning ahead of shareholder votes on target acquisitions, redemption elections, or life-extension measures. Because the excerpt omits all quantitative metrics, it does not indicate whether the holder’s stake would support or resist management’s timeline, nor does it alter the assessment of NWAX’s remaining search window or capital reserves. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the text.(flagged for human review)

What changed: Quarterly report on Form 10-Q for the three months ended March 31, 2026, filed by New America Acquisition I Corp. (NWAX), a blank check company searching for an initial business combination. The trust account grew from $345,917,508 at December 31, 2025 to $348,919,571 at March 31, 2026 due to interest income of $3,002,063. The redemption value per share of Class A common stock increased from $10.02 to $10.09. The company recorded net income of $2,059,655 for the quarter, primarily from trust account interest, offset by $311,975 in formation and operating costs and $630,433 in income tax expense. Cash held outside the trust account decreased to $855,526 from $944,106. The company disclosed that its disclosure controls and procedures were not effective due to limited personnel and insufficient written policies. Why it matters: This is a routine quarterly update for a recently-IPO'd SPAC with no merger agreement announced. The key data points for investors are the trust account balance and the increasing per-share redemption value, which have grown from $10.00 to $10.09 per share. The company has until 18 months from its December 5, 2025 IPO (or 24 months if a definitive agreement is signed within 18 months) to consummate a business combination. The disclosure of ineffective internal controls is a standard material weakness for early-stage SPACs with limited staffing. There are no pending redemption deadlines or extension votes in this report.

What changed: Form 4 insider ownership report. Per the filing, director Wool Kyle Michael executed an open-market purchase of 200,000 shares at $0.01 on 2026-04-07, resulting in a post-transaction holding of 1,900,000 shares. On SPAC mechanics, this document bears no updates to the redemption deadline, trust account value, extension schedule, or merger target progress. New America Acquisition I Corp. retains a searching status. Concerning other substance, the report discloses routine equity accumulation by a director through public market purchases, distinct from private warrants, founder stock, or PIPE funding. Why it matters: For investors monitoring redemption timelines and sponsor behavior, this routine compliance exhibit confirms director-level capital commitment without altering the default business combination clock or liquidation payout. The reported acquisition of 200,000 shares at $0.01 reflects secondary market trading rather than structural financing, meaning the trust balance remains untouched and the redemption window proceeds as statutorily scheduled. Absent any accompanying proxy solicitation, extension amendment, or target identification, this filing does not materially advance the SPAC’s deal completion trajectory but provides transparency into insider risk tolerance during the search phase.

What changed: Annual Report on Form 10-K. First annual report since IPO in December 2025. Reports trust account of $345,917,508 as of Dec. 31, 2025, net income of $477,607, and working capital of $944,106 outside trust. Deadline: 18 months from IPO (June 2027) or 24 months if definitive agreement signed by June 2027. No business combination announced. Sponsor holds 12.5M founder shares (26.3%) and 600K private units. Advisory board includes Donald Trump Jr., Eric Trump, and Kyle Wool. Directors include Kevin McGurn (CEO), who also serves as CEO of Yorkville Acquisition Corp. (YORKU), which announced a merger with Trump Media & Crypto.com in August 2025. Director Luisa Ingargiola serves on the board of D. Boral ARC Acquisition I Corp. (BCARU), which announced a merger with Exascale Labs in January 2026. The filing discloses material weaknesses in internal controls due to limited personnel. The company is searching for a target. Why it matters: This is the first detailed look at the company's cash position, expenses, and timeline since its IPO. The $345M trust is intact with no redemptions reported. The presence of Trump family members on the advisory board and the company's focus on 'revitalizing domestic manufacturing' and 'critical supply chains' suggest a politically-connected deal flow. The CEO's dual role at Yorkville (which already has a deal) raises questions about deal allocation. The material weakness in internal controls is a red flag for governance. Trust per-share is $10.02 vs. $10.00 par, giving a small buffer.

What changed: Form 4 – Insider Ownership Report. This document IS a Form 4 – Insider Ownership Report. Director Ingargiola Luisa certified that she executed no non-derivative transactions or adjusted her security holdings. Bearing on SPAC mechanics: the filing updates the redemption deadline calendar by zero days, leaves trust value projections untouched, offers no evidence of extension deliberations, registers no progress toward a target acquisition, and shows no change in sponsor or director equity positioning that would affect financing, warrants, or lock-up dynamics. Why it matters: Attributed solely to the reporting person’s statutory certification, the filing contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because it introduces no commercial data, pricing, or procedural triggers, it carries zero weight for redemption modeling or trust valuation. Investors tracking NWAX’s SEARCHING phase should interpret the complete absence of insider stock activity as a neutral governance baseline; it neither compresses the redemption window nor alters extension probability. Material inflection points will only arrive upon filings that disclose business combination targets, charter amendments, or proxy solicitations.

What changed: A Form 4 insider ownership report filed with the SEC on 2026-02-19, identifying New America Acquisition I Corp. as the issuer and director Steven Scopellite as the reporting person. The filing’s own text states: 'No non-derivative transactions or holdings reported.' Regarding SPAC mechanics—redemption deadlines, trust value, extension schedules, target deal progress, and sponsor conduct—the submission contains zero disclosures. It confirms no insider purchases, sales, or derivative adjustments occurred, leaving executive equity positioning relative to the SPAC’s trust, proxy, or warrant structure unchanged from prior cycles. Why it matters: For investors tracking the SEARCHING-phase timeline, this zero-activity report delivers no signal of executive capital allocation, compensation restructuring, or confidence indicators that would influence merger negotiation leverage or extension voting behavior. Because the text attributes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel to management or directors, it does not advance the target identification process or alter the operational roadmap. With no numerical valuations, trust balances, or financial metrics cited in the submission, the filing serves solely as a statutory compliance checkpoint confirming the absence of reportable insider trading events under Section 16 of the Securities Exchange Act.

What changed: SEC Form 4 – Insider Ownership Report. Director Theodore William McDonagh filed an ownership update stating he recorded zero non-derivative transactions or changes in shareholdings for New America Acquisition I Corp. The submission contains no adjustments to redemption deadlines, trust account valuation, extension timelines, target acquisition progress, or sponsor conduct; the entity’s operational status remains listed as searching. Why it matters: Though purely administrative, the filing establishes a baseline of executive neutrality during the SPAC’s search phase. The lack of disclosed insider buying or selling provides no forward-looking signals for investors monitoring deal anticipation, trust dilution risks, or sponsor alignment. No customer metrics, revenue data, market sizing, technological claims, partnership announcements, litigation updates, or personnel shifts are introduced by this record.

What changed: Routine Schedule 13G beneficial ownership report. The filing lists Weiss Asset Management LP, WAM GP LLC, and Andrew M. Weiss as affiliated reporting persons. Based strictly on the provided excerpt, no share quantities, acquisition dates, or aggregate percentages are stated, meaning no quantifiable shift in institutional positioning is confirmed here. Correspondingly, there is no reported movement in redemption deadlines, trust value benchmarks, extension proposal timelines, sponsor voting conduct, or business-combination progress. Why it matters: For a SPAC designated as SEARCHING, this submission operates as periodic regulatory transparency rather than a strategic catalyst. Without disclosed share counts or ownership thresholds, it does not indicate anchor-investor commitment, influence over future target selection, or impending shareholder meetings. The text contains no assertions regarding customers, revenue patterns, addressable markets, corporate strategy, proprietary technology, partnership arrangements, litigation exposure, or executive personnel. The document serves exclusively as a compliance record of holding alignment.