NWAX SEC filings, in plain English
Everything New America Acquisition I Corp. has filed with the SEC that we hold — 40 filings, newest first, 36 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: On August 26, 2026, George O’Leary resigned as Chief Financial Officer of New America Acquisition I Corp., effective immediately; the filing states his resignation was not due to any disagreement with management or the Board on operations, policies, or practices. The Board simultaneously appointed Tim S. Ledwick as Chief Financial Officer and Christopher Devall as Chief Operating Officer, both effective August 26, 2026. Why it matters: The departure of the CFO and appointment of new leadership represents a material change in executive management for SPAC NWAX, which is currently in its SEARCHING phase with a trust/share deadline of 2027-06-04. The filing attributes specific professional backgrounds to the appointees: Mr. Ledwick previously served as CFO of Dominari Holdings Inc. (Nasdaq: DOMH) since October 2025, and Dominari Securities LLC served as a co-book-running manager in the Company’s IPO; Mr. Devall has served as CEO of SIM Acquisition Corp. I (Nasdaq: SIMAU, SIMA, SIMAW) since January 2026 and holds active FINRA licenses.
What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A, executed on August 14, 2026, by Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr., formally authorizing both parties to file their respective beneficial ownership reports on behalf of each other under Rule 13d-1(k) of the Securities Exchange Act of 1934. Per the attached exhibit, there are no updates to NWAX’s redemption calendar, trust account valuation, extension provisions, target acquisition status, or sponsor conduct. The only operative change is the mutual authorization of a joint filing pathway between the two named holders. The document discloses no share quantities, percentage ownership metrics, dollar amounts, or proposed transaction terms; all referenced operational boundaries remain unchanged and are confined to the administrative scheduling of their regulatory filings. Why it matters: According to the signed agreement, the joint filing designation procedurally synchronizes the disclosure timelines for Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. relative to NWAX. In a SEARCHING-status SPAC, synchronized reporting can facilitate coordinated voting behavior, aligned redemption decisions, or unified engagement with the sponsor during the business combination phase. The mechanical and financial status of the entity remains unaffected, but the alignment clarifies future disclosure timing. All observations regarding reporting coordination are attributable solely to the explicit terms of the August 14, 2026 agreement and do not reflect statements by NWAX management, the sponsor, or market participants.
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 vs 2026-05-14trust $348.9M → $351.9M +1%going concern APPEAREDtrust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $348.9M$351.9M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2027-06-05
- Redeemable shares
- 34.5M · unchanged
SpacBrain reads this as $3,024,327 was added to the trust between the two filings.
The clause …“1,012,411 1,255,298 Non-current assets: Prepaid expense 133,577 288,173 Cash held in Trust Account 351,943,898 345,917,508 Total non-current assets 352,077,475 346,205,681 Total Assets $ 353,089,886 $ 347,460,979 LIABILITIES AND”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“deadline, management has determined that the timing of liquidation raises substantial doubt about the Company’s ability to continue as a going concern past June 5, 2027. No adjustments have been made to the carrying amounts of”…
The clause …“stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before June 5, 2027. The Company currently also has no approved plan in place to extend the”…
The clause …“and contingencies (Note 6) - - Class A common stock, $ 0.0001 par value; 34,500,000 shares subject to possible redemption at $ 10.15 and $ 10.02 per share as of June 30, 2026 and December 31, 2025, respectively 350,183,967”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G, executed on February 17, 2026, by Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam, establishing procedures to collectively submit a Statement on Schedule 13G concerning Units of New America Acquisition I Corp. The filing makes no alterations to NWAX’s redemption deadline, trust value calculation, extension provisions, business combination progress, or sponsor conduct. It contains no data on cash held, target pursuit status, shareholder vote timing, or warrant/units conversion mechanics. The text is limited to procedural consent for joint regulatory disclosure and liability segmentation among the six named filers. Why it matters: This agreement aggregates multiple affiliated vehicles and individuals under a single reporting umbrella, indicating coordinated beneficial ownership tracking rather than independent accumulation. No claims are made regarding customer relationships, revenue streams, market sizing, strategic pivot, proprietary technology, partnership agreements, active litigation, or executive personnel changes beyond signing capacities. Consequently, the filing does not alter investment theses tied to deal timelines or capital preservation; however, investors tracking institutional positioning should monitor future amendments to the underlying Schedule 13G for actual percentage thresholds and acquisition-related disclosures.
What changed: This document is a Joint Filing Agreement attached to a Schedule 13G beneficial ownership report, filed February 17, 2026, which authorizes New America Sponsor I LLC and Kevin McGurn to jointly file statements and amendments with the SEC regarding their holdings of Class A common stock, par value of $0.0001 per share, of New America Acquisition I Corp. The filing reports no changes to the SPAC’s redemption deadline, trust account valuation, extension provisions, target acquisition progress, or sponsor conduct protocols. It merely codifies a procedural arrangement for co-reporting beneficial ownership. No parties alleged modifications to investor redemption windows, trust distribution mechanics, or business combination timelines. Why it matters: Because the SPAC remains in a SEARCHING status, this joint filing confirmation maintains regulatory compliance without impacting shareholder economics or the path to a de-SPAC transaction. The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; Kevin McGurn and New America Sponsor I LLC made no operational assertions or forward-looking disclosures in this exhibit, leaving only the par value of $0.0001 per share and the mutual authorization to file jointly as the disclosed items. Investors tracking redemptions, trust preservation, or sponsor alignment should note that routine filing coordination occurs independently of deal momentum or cash retention decisions.
What changed: A Form 3 initial statement of beneficial ownership. Director Kyle Michael Wool reported indirect ownership of 1,100,000 shares. The filing bears on sponsor conduct and governance tracking by documenting a director’s equity position, but it contains no data on redemption deadlines, trust account balances, extension proposals, or business combination negotiations. NWAX remains in SEARCHING status. Why it matters: The disclosure sets a reference point for director-level alignment before any target identification. Because the filing lists only a static holding size without a transaction date, strike price, or settlement method, it does not activate tender windows, shift per-share trust expectations, or signal pending deal execution. Subsequent Forms 4 or proxy solicitations will be required to confirm whether additional founder shares were granted, subject to lock-ups, or tied to future acquisition milestones.
What changed: Form 3 initial statement of beneficial ownership filed by director Stefan Passantino for New America Acquisition I Corp., documenting zero non-derivative transactions or holdings. No mechanical or calendar shift. According to the Form 3 submitted by director Stefan Passantino, he did not acquire, sell, or exercise any shares, options, or warrants on the reporting date, and the filing provides no update to the trust account balance per share, redemption deadline, extension vote schedule, target company negotiation status, or sponsor lock-up/amendment terms. Why it matters: While routine, the submission matters for baseline tracking: the issuer’s regulatory filing, authored by director Stefan Passantino, confirms the absence of director equity participation or secondary market purchases that would typically signal early sponsorship alignment or unit-to-common conversion activity. Because New America Acquisition I Corp. remains in ‘SEARCHING’ status, the disclosed lack of holdings indicates that any promoter share allocations, private placement commitments, or board compensation arrangements have not yet been captured through this officer’s initial beneficial ownership record, leaving the redemption mechanics and trust distribution protocol undisturbed pending a definitive merger agreement or liquidity event.
What changed: A Form 8-K current report under Item 5.02 documenting a routine director resignation, subsequent Board appointments, succession to the Chairmanship, and a regulatory reminder of a pre-existing sponsor letter agreement. The Company states that George O’Leary resigned effective February 6, 2026, explicitly attributing his departure to no disagreement regarding operations, policies, or practices. On that same date, the Board appointed Stefan C. Passantino as a Class I Director and Kyle Wool as a Class III Director, expanding the Board from five directors to six. The Company further reports that Wool replaced Kevin McGurn as Chairman, joined Steve Scopellite and McGurn on the Investment Committee, and that Passantino qualifies as an independent director under NYSE listing standards. In connection with these appointments, the Company discloses that Passantino will receive an indirect interest in 50,000 shares of Class B common stock through membership interests in New America Sponsor I LLC. The filing explicitly cites Passantino’s letter agreement dated December 3, 2025, which requires him to (i) vote any shares held in favor of an initial business combination, (ii) facilitate liquidation and winding up if not consummated within 18 months from the closing of the IPO (or 24 months from the closing of the IPO if a definitive agreement is executed within 18 months from the closing of the IPO), and (iii) comply with transfer restrictions and indemnification obligations. No amendments were filed to adjust the trust account, redemption price per share, or extension timeline. Why it matters: This filing reshapes the governance framework directing the target search and mechanically anchors the timeline that dictates whether public shareholders receive trust distributions or convert to post-business-combination equity. By elevating Wool to Chairman while retaining McGurn as CEO and an Investment Committee member, the Company allocates ongoing oversight responsibilities without altering the core decision-making committee’s composition. The re-citation of the 18-month and conditional 24-month dissolution windows serves as a compliance confirmation rather than a new proposal, reinforcing that Passantino’s contractual obligation to liquidate expires strictly at those milestones unless shareholders approve a longer period. The documented issuance of 50,000 Class B shares underscores standard founder-sponsor equity alignment tied to successful merger completion rather than default termination. Because the document does not supply the original IPO closing date, shareholders must refer to earlier registration statement filings to calculate the exact redemption expiration day, but this 8-K confirms the corporate mechanics remain governed by the previously disclosed timeline with no new extension request, amendment to the trust distribution method, or announcement of a definitive acquisition agreement.
What changed: A routine compliance exhibit — specifically, a Schedule 13G/A beneficial ownership report filed by Meteora Capital, LLC. The provided text contains no numerical data, share quantities, acquisition dates, or purpose clauses, and therefore reports zero changes to redemption deadline tracking, public trust account valuation monitoring, extension voting schedules, target business negotiations, or sponsor governance practices Why it matters: Because the excerpt lacks the standard possession tables, footnotes, and disclosure statements required to evaluate capital deployment or liquidity triggers, it cannot substantiate any material development regarding NWAX's search-phase risk profile, dilution mechanics, or strategic direction. Attributed solely to Meteora Capital, LLC via the filer line, the filing records only a procedural regulatory update rather than a substantive shift in deal progress or trust safeguard mechanics
What changed: Schedule 13G beneficial ownership report filed by Meteora Capital, LLC. The filing identifies Meteora Capital, LLC as a reporting holder of New America Acquisition I Corp. (NWAX) securities. The text does not state the number of shares beneficially owned, the percentage of the outstanding class, the method of acquisition, or the purpose of the holding. Why it matters: This disclosure tracks institutional position reporting but contains no language affecting the June 4, 2027 business combination deadline, the per-share trust account balance, extension procedures, target search progress, or sponsor conduct. Per the filer's own submission, the document merely registers ownership status; it does not propose amendments to the registration statement, declare redemption intentions, disclose negotiations, or address management composition. No assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the excerpt.
What changed: Form 8-K current report filed by New America Acquisition I Corp. announcing that holders of the Company’s initial public offering units may elect to separately trade the underlying Class A common stock and redeemable warrants commencing January 26, 2026. The filing consists of the 8-K body, an attached press release (Exhibit 99.1), and standard XBRL indexing files. According to the filing, there are no updates to redemption calendar deadlines, trust account valuations, extension proposals, specific business combination targets, or sponsor conduct. The document solely announces the mechanical separation of publicly registered securities. The press release confirms each initial public offering unit comprised one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one share at an exercise price of $11.50. Holders must instruct their brokers to contact transfer agent Odyssey Transfer and Trust Company to effect the separation, and the filing explicitly states no fractional warrants will be issued. The underlying registration statement became effective on November 19, 2025. Why it matters: The attached press release discloses the Company’s strategic thesis, stating that management intends to target “established U.S.-based companies that contribute to industrial capacity, technological innovation, and economic resilience,” with stated focus areas including “automation, advanced manufacturing, infrastructure and energy systems.” The filing headers note the registrant previously operated under the name America First Acquisition I Corp. until changing it on June 26, 2025, and lists Kevin McGurn as the Chief Executive Officer and Chairman of the Board. For investor communications, the press release names Brian S. Siegel, Senior Managing Director at Hayden IR in Chicago, as the designated contact. While the announcement establishes the separate trading symbols (NWAX for stock, NWAXW for warrants) and confirms the $11.50 warrant strike price for market participants, it functions as a routine exchange-listing procedural notice rather than a material development regarding capital allocation, deal progression, or sponsor governance.
What changed: A Schedule 13G, which functions as a statutory beneficial ownership report filed under Section 13(d) of the Securities Exchange Act. The filing registers that Washington Muse Investments SPC holds securities on behalf of Heraclitus SP in New America Acquisition I Corp. It contains no information regarding redemption deadlines, trust value per share, extension proposals, merger deal progress, or sponsor conduct, as the provided text lists neither share quantities, acquisition dates, nor transaction descriptions. Why it matters: No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the excerpt. Because the document is a procedural ownership disclosure lacking numerical schedules, it establishes a regulatory registration event rather than commercial or structural updates. Without explicit share totals or purchase timestamps, investors cannot verify threshold crossings or assess pre-redemption positioning, leaving this as a compliance baseline until the complete exhibit with financial tables is published.
What changed: A Form 8-K Current Report accompanied by an audited balance sheet and notes, announcing the consummation of the company's initial public offering and concurrent private placement. According to the filing by New America Acquisition I Corp., the company completed its initial public offering of 34,500,000 units at $10.00 per unit, including the full exercise of a 4,500,000-unit over-allotment option, generating gross proceeds of $345,000,000. Concurrently, the sponsor, New America Sponsor I LLC, purchased 600,000 private placement units at $10.00 per unit for $6,000,000 in gross proceeds. The company deposited $345,000,000 into a trust account administered by Odyssey Transfer and Trust Company. The filing stipulates that funds remain in the trust until the earliest of a business combination, shareholder-approved amendments to redemption mechanics, or liquidation if no business combination occurs within 18 months from the December 5, 2025 closing (extendable to 24 months if a definitive agreement is signed within 18 months). Why it matters: This filing establishes the baseline trust value of $345,000,000 and locks the redemption timeline to an 18-month window (potentially extending to 24 months), directly defining when public shareholders may redeem their shares. It outlines sponsor safeguards, including waivers of redemption and liquidation rights for founder and private shares, and agreements to vote 12,500,000 founder shares in favor of any approved business combination. Transaction costs totaled $26,926,783, comprising a $3,000,000 cash underwriting fee, $22,000,000 in fair value allocated to 2,200,000 representative shares granted to Dominari Securities and D. Boral Capital, and $1,926,783 in other offering costs. Additionally, the company faces a potential $17,250,000 business combination marketing advisory fee and has secured access to up to $2,500,000 in working capital loans from the sponsor, convertible to private units at $10.00 per unit. Management notes an intent to target technology, healthcare, and logistics businesses.
What changed: A Schedule 13G joint filing agreement executed under Rule 13d-1(k) to coordinate beneficial ownership reporting for New America Acquisition I Corp., signed by multiple Harraden Circle affiliated entities and Frederick V. Fortmiller, Jr., dated December 10, 2025. The filing establishes a coordinated reporting arrangement among the Harraden Circle entities and Mr. Fortmiller for their NWAX positions. It does not change the SPAC’s redemption deadline, adjust trust account distributions, trigger extension periods, or advance any merger or business combination timeline. The entity remains in SEARCHING status with no shareholder meeting dates, sponsor deal progress, or trust value adjustments noted. Why it matters: The agreement clarifies that Harraden Circle’s portfolio vehicles and Mr. Fortmiller act as a single beneficial owner bloc, which directly shapes how redemption notices, proxy solicitations, or negotiation leverage may be deployed during the target search and eventual combination. No commercial, operational, or financial claims are asserted regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. All text consists strictly of securities compliance language authored by the Harraden Circle signatories. As a routine ownership disclosure, it carries no immediate pricing or timeline materiality but documents a consolidated institutional interest in a searching SPAC.
What changed: SEC Form 4 insider ownership report. This document is an SEC Form 4 insider ownership report for New America Acquisition I Corp. It reports that, according to the filing, New America Sponsor I LLC (designated as a 10% owner) and director/Chief Executive Officer Kevin McGurn (also designated as a 10% owner) executed an open-market purchase on 2025-12-05. The filing attributes the acquisition of 600,000 shares at $10 each, and the resulting post-transaction holding of 600,000 shares, to those two reporting persons. Regarding mechanics, this disclosure reflects sponsor conduct through secondary-market buys; it does not alter redemption deadlines, change trust value calculations, initiate extension votes, or advance target acquisition progress. Regarding other substance, the filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel. All figures—including 600,000 shares, $10 price, 2025-12-05 execution date, and 10% ownership threshold—are drawn directly from the submitted document and have not been computed, rounded, or supplemented by external conventions such as assumed trust balances. Why it matters: Investors monitoring sponsor alignment during the SEARCHING phase will see direct evidence of capital deployment by insiders, which may indicate conviction but lacks any contractual obligation to consummate a merger or preserve trust accounts. Because the filing strictly catalogs routine equity purchases, it leaves all redemption windows, trust accounting, and extension mechanisms untouched.
What changed: Form 8-K reporting the consummation of the SPAC's initial public offering (IPO) and the execution of related agreements (underwriting, warrant, trust, private placement, registration rights, letter agreements, indemnity). New America Acquisition I Corp. closed its IPO of 34,500,000 units at $10.00 per unit (including full over-allotment), generating gross proceeds of $345,000,000. The full $345 million was deposited into a trust account. Sponsor purchased 600,000 private placement units for $6,000,000. The company also issued 2,200,000 representative shares to underwriters. The board of directors was appointed, and second amended and restated articles of incorporation became effective, setting an 18-month deadline (extendable to 24 months with a definitive agreement) to complete a business combination or liquidate. Why it matters: 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.
What changed: This document IS a Schedule 13G/A amendment, a regulatory disclosure used when an individual or group acquires, disposes of, or crosses a greater-than-five-percent beneficial ownership threshold in a registered equity class. The provided excerpt lists eight affiliated entities and individuals under the Yorkville Advisors / YA umbrella as reporting parties, but contains no transactional metadata, share quantities, percentage ranges, purchase prices, or acquisition dates. The excerpt bears zero impact on redemption deadlines, trust account valuations, extension vote schedules, target deal progress, or sponsor conduct. Because the filing omits all numerical positions, purpose-of-transaction statements, and prior-versus-current share comparisons, it provides no mechanism to calculate changes in public float, warrant overhang, or insider alignment that typically drive SPAC liquidity events or governance reviews. Why it matters: The document contains no claims regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel, and attributes no statements to any chief executive, board director, or financial advisor. Without disclosed share counts or a referenced target company, this filing does not trigger redemption windows, alter trust distribution mechanics, signal sponsor recharacterization, or advance merger milestones. It functions solely as a periodic ownership transparency update until subsequent pages quantify the exact stake held in New America Acquisition I Corp.
What changed: A Form 424B4 registration supplement and prospectus for New America Acquisition I Corp.’s initial public offering, establishing the baseline terms for the sale of 30,000,000 units at $10.00 each. As this is an IPO prospectus for a searching-stage blank check company, no prior deadlines or active deals exist to modify. Why it matters: 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.
What changed: SEC Schedule 13G, a statutory beneficial ownership report filed by investment vehicles and related principals. The filing reports that YA II PN, Ltd.; YA Global Investments II (U.S.), LP; Yorkville Advisors Global, LP; Yorkville Advisors Global II, LLC; YAII GP, LP; YAII GP II, LLC; Mark Angelo; and SC-Sigma Global Partners, LP hold disclosed beneficial ownership interests in NWAX. The provided excerpt contains no share counts, ownership percentages, acquisition cost data, or statement-of-purpose amendments. Because NWAX is officially marked 'SEARCHING', the document makes no reference to redemption windows, trust account valuations, extension votes, business combination milestones, management incentives, or sponsor conduct. Why it matters: For investors tracking early-stage SPAC mechanics, the disclosure flags that Yorkville-affiliated institutions have crossed regulatory reporting thresholds before a target is selected. This filing alone does not alter shareholder election timing, change trust disbursement mechanics, or bind the sponsor to an acquisition timeline. Subsequent amendments will be necessary to report exact percentage stakes, declare intent regarding a proposed business combination, or describe any changes to a plan of operation. Until NWAX files a definitive merger agreement, proxy statement, or tender offer notice, this 13G does not adjust redemption triggers, purchase price mechanisms, or deal progression metrics.
What changed: Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, filing for a listing of units, Class A common stock, and warrants on the New York Stock Exchange. The registrant formally registers its existing securities structure for exchange trading without amending any economic or corporate governance terms. The filing specifies each unit comprises one share of Class A common stock with a par value of $0.0001 per share and one-half of one redeemable warrant, where each whole warrant exercises to purchase one share at an exercise price of $11.50. Chief Executive Officer Kevin McGurn executes the document on December 2, 2025. The company explicitly maintains a SEARCHING status. No modifications to trust account administration, extension mechanisms, redemption countdowns, or sponsor oversight appear; all security descriptions are incorporated by reference from the S-1 prospectus initially filed August 4, 2025. Why it matters: SPAC investors tracking the sequence toward business combination and shareholder redemption need this filing to establish the immutable baseline for post-merger equity geometry. The $11.50 warrant strike and the one-share-to-one-half-warrant unit composition fix the secondary market conversion mathematics and dilution profile before any target is named. While the redemption engine remains inactive until a merger agreement is executed and a proxy is mailed, locking in these definitions prevents later structural surprises that could compress redemption proceeds or alter overhang calculations. Until the SEARCHING phase advances to deal execution, this document serves as the definitive reference for modeling maximum issued share counts and warrant exercise impact on the trust pool.
What changed: Form 3 — Initial Statement of Beneficial Ownership of Securities, formally cataloging reporting persons New America Sponsor I LLC and director, Chief Executive Officer Kevin McGurn for issuer New America Acquisition I Corp. The filing text attributes zero non-derivative transactions or holdings adjustments to both the sponsor LLC and Mr. McGurn. Regarding SPAC mechanics, the document reports nothing on redemption deadlines, trust account valuation, extension voting, or business combination deal progress. On other substance, it simply reconfirms their ongoing insider status while the issuer operates in a SEARCHING phase. Every detail originates from the SEC submission itself. Why it matters: Despite recording no equity movement, this filing provides a necessary compliance checkpoint for sponsor conduct. Tracking an unaltered insider baseline helps investors verify that founders and executives maintain their standard post-IPO economics without unauthorized transfers that might foreshadow early dilution or structural changes before a merger target is secured. The submission contains no dollar figures, trust balances, or per-share redemption prices, so analysts must await later periodic reports for those mechanical variables.
What changed: Form 3 — insider ownership report. The filing states that Theodore William McDonagh, identified as a director, reported "No non-derivative transactions or holdings reported." This indicates zero movement in insider equity positions, meaning no sponsorship capital commitments changed, no director shares were acquired or surrendered, and no direct signals were sent regarding the SPAC’s SEARCHING status, trust reserve utilization, or impending redemption/deadline mechanics. Why it matters: Investors tracking redemption calendars, trust value, extensions, deal progress, and sponsor conduct should note that this routine initial disclosure establishes a neutral baseline for director ownership during a period marked SEARCHING. Because the issuer reported no holdings or transactions, there is no impact on trust account sufficiency, extension voting thresholds, or target acquisition timelines. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel performance are present in this submission. All observations derive exclusively from the SEC filing itself; without disclosed equity movements or financial targets, this filing does not advance the investor dashboard on redemption windows or sponsor alignment beyond confirming standard reporting compliance, yet it remains a necessary transparency checkpoint during a capital-search phase where the absence of insider stake disclosure carries its own strategic implication.
What changed: This is an SEC Form 3 insider ownership reporting statement filed under Rule 16a-3. The filing reports zero non-derivative transactions or holdings changes for director Steven Scopellite. No mechanics governing the SPAC's lifecycle have been altered: there are no target selections, no shareholder meeting dates, no redemption windows activated, no trust account adjustments, no extension resolutions, and no sponsor conduct deviations logged. The issuer remains in SEARCHING status, indicating the pre-merger pipeline has not advanced toward a business combination vote or cash conversion trigger. Why it matters: For investors tracking redemption deadlines, trust value preservation, extension timelines, deal progress, or sponsor behavior, this Form 3 introduces no new data points. The SEC form merely confirms routine Section 16 compliance and the absence of insider equity movement by the named director during this reporting interval. Because the SPAC has not exited the SEARCHING phase, the document contains no substantive operational, financial, or strategic disclosures about prospective customers, revenue streams, market sizing, proprietary technology, channel partnerships, litigation exposure, or executive appointments. Investors should treat this as a baseline compliance artifact and await subsequent S-4/A filings, proxy statements, or sponsor announcements for any material shift in the merger roadmap or trust administration.
What changed: A Form 3 initial statement of beneficial ownership classified as a routine compliance exhibit for insider reporting. None. The filing explicitly states that no non-derivative transactions or holdings are reported. It contains zero references to trust account value, redemption deadlines, extension proposals, deal progress, or sponsor conduct. Why it matters: For a SPAC in SEARCHING status, this exhibit confirms standard SEC reporting continuity for Director and CFO George O'Leary but provides no updates on conversion mechanics, capital deployment, or transaction timelines. With no share quantities, purchase prices, or lock-up disclosures provided, the filing neither alters existing investor expectations nor signals changes in insider positioning or corporate strategy. Subsequent proxy materials or Forms 4 would be required to track trust dynamics or executive equity movement.
What changed: Form 3 filing, an insider ownership report. According to the filing, director Luisa Ingargiola reported no non-derivative transactions or holdings. The document bears no information on redemption deadlines, trust account valuations, extension provisions, merger negotiations, or sponsor conduct, and contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: For investors monitoring NWAX’s SEARCHING phase, a Form 3 listing zero reported holdings confirms routine regulatory disclosure rather than signaling strategic positioning ahead of a business combination deadline. It provides no forward-looking signal on sponsor capital commitment, tender intentions, or liquidity events, and leaves all existing redemption timelines and trust distribution mechanics unaltered.
What changed: SEC Correspondence (CORRESP) — A regulatory comment response letter submitted alongside Amendment No. 2 to a Form S-1 registration statement for a blank check company. The Registrant, acting through counsel Paul Hastings LLP, addressed three SEC Staff comments regarding sponsor control and historical SPAC involvement. The filing discloses that New America Sponsor I LLC is controlled by U.S. citizen Kevin McGurn (CEO and Chairman) with no substantial ties to a non-U.S. person. It adds narrative revisions covering Mr. McGurn and Mr. Why it matters: 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.
What changed: Amendment No. 2 to Registration Statement on Form S-1 for initial public offering of units by New America Acquisition I Corp., a blank-check company searching for a business combination. Updated registration statement to include unaudited financial statements as of September 30, 2025; added final pricing terms ($10.00 per unit, 30,000,000 units, $300,000,000 trust deposit); included revised risk factors, use of proceeds, dilution tables, and description of sponsor, management, and advisory board; filed exhibits including forms of underwriting agreement, warrant agreement, investment management trust agreement, registration rights agreement, private placement purchase agreement, indemnity agreement, and code of ethics. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.