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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 3, 2025
NEW
AMERICA ACQUISITION I CORP.
(Exact
name of registrant as specified in its charter)
| Florida |
|
001-42988 |
|
39-2431245 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
590
Madison Avenue, 39th Floor
New
York, NY |
|
10022 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (917) 576-6828
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| Units,
each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant |
|
NWAXU |
|
The
New York Stock Exchange |
| Class
A common stock, par value $0.0001 per share |
|
NWAX |
|
The
New York Stock Exchange |
| Warrants
included as part of the units, each whole warrant exercisable to purchase one share of Class A common stock at an exercise price
of $11.50 |
|
NWAXW |
|
The
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
On
November 19, 2025, the Registration Statement on Form S-1 (File No. 333-289204) (the “Registration Statement”) relating
to the initial public offering (the “IPO”) of New America Acquisition I Corp. (the “Company”) became
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”). On December
5, 2025, the Company consummated the IPO of 34,500,000 units (the “Units”), including 4,500,000 Units issued
pursuant to the exercise of the underwriters’ over-allotment option in full. Each Unit consists of one share of Class A common
stock, $0.0001 par value per share (the “Class A Common Stock”), and one half of one redeemable warrant (each, a “Public
Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an
exercise price of $11.50 per share, subject to certain adjustments. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $345,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with
the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | an
Underwriting Agreement, dated December 3, 2025, by and among the Company and Dominari Securities
LLC and D. Boral Capital LLC, as representatives (the “Representatives”)
of the several underwriters named on Schedule A thereto, which contains customary representations
and warranties by the Company, conditions to closing and indemnification obligations of the
Company and the underwriters; |
| ● | a
Private Placement Units Purchase Agreement, dated December 3, 2025, by and between the Company
and New America Sponsor I LLC (the “Sponsor”), pursuant to which the Sponsor
purchased 600,000 private placement units (the “Private Placement Units”); |
| ● | a
Warrant Agreement, dated December 3, 2025, by and between the Company and Odyssey Transfer
and Trust Company, as warrant agent (the “Warrant Agreement”), which sets
forth the expiration and exercise price of, and procedures for exercising, the Public Warrants
and the warrants contained in the Private Placement Units (the “Private Placement
Warrants” and, together with the Public Warrants, the “Warrants”);
certain adjustment features of the terms of exercise; provisions relating to cashless exercise
of the Warrants; provisions related to the redemption of the Public Warrants; provisions
for amendments to the Warrant Agreement; and indemnification of the warrant agent by the
Company under the agreement; |
| ● | an
Investment Management Trust Agreement, dated December 3, 2025, by and between the Company
and Odyssey Transfer and Trust Company, as trustee, which establishes the trust account that
will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private
Placement Units, and sets forth the responsibilities of the trustee; the procedures for withdrawal
and direction of funds from the trust account; and indemnification of the trustee by the
Company under the agreement; |
| ● | a
Registration Rights Agreement, dated December 3, 2025, by and among the Company, the Sponsor
and the other holders party thereto (the “Registration Rights Agreement”),
which provides for customary demand and piggy-back registration rights for the Holders (as
defined in the Registration Rights Agreement), as well as certain transfer restrictions applicable
to the Holders with respect to the Company securities they hold; |
| ● | a
Letter Agreement, dated December 3, 2025, by and among the Company, the Sponsor, each of
the directors and officers of the Company and members of the advisory board of the Company
(collectively, the “Insiders”), pursuant to which each of the Insiders
has agreed to vote any shares held by him, her or it in favor of the Company’s initial
business combination; to facilitate the liquidation and winding up of the Company if an initial
business combination is not consummated within 18 months from the closing of the IPO (or
24 months from the closing of the IPO if the Company has executed a definitive agreement
for an initial business combination within 18 months from the closing of the IPO) or such
longer period as is approved by the Company’s stockholders; to certain transfer restrictions
with respect to the Company’s securities; and, as to the Sponsor, certain indemnification
obligations; |
| ● | an
Administrative Services Agreement, dated December 3, 2025, by and between the Company and
the Sponsor, pursuant to which the Sponsor has agreed to make available certain office space
and administrative services, as may be reasonably required by the Company, for $20,000 per
month until the earlier of the consummation by the Company of an initial business combination
and the Company’s liquidation; and |
| ● | Indemnity
Agreements, each dated December 3, 2025, by and between the Company and each of the officers
and directors of the Company, pursuant to which the Company has agreed to indemnify each
officer and director of the Company to the fullest extent permitted under Florida law against
liabilities that may arise by reason of their service to the Company, and, to the fullest
extent permitted under Florida law, to advance expenses incurred as a result of any proceeding
against them as to which they could be indemnified. |
The
above descriptions are qualified in their entirety by reference to the full text of the applicable agreement or form thereof, each of
which is incorporated by reference herein and attached hereto as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively.
| Item
3.02 |
Unregistered
Sales of Equity Securities. |
Simultaneously
with the consummation of the IPO and the issuance and sale of the Units, the Company consummated a private placement (the “Private
Placement”) of an aggregate of 600,000 Private Placement Units. The Private Placement Units, which were purchased by the Sponsor,
are identical to the Units, except that, they (i), subject to certain limited exceptions, will be subject to transfer restrictions until
the consummation of the Company’s initial business combination and (ii) will be entitled to registration rights. In addition, the
shares of Class A Common Stock underlying the warrants included in the Private Placement Units do not have redemption rights. No underwriting
discounts or commissions were paid with respect to the sale of the Private Placement Units. The issuance of the Private Placement Units
was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
The
Company also issued to each of the Representatives 1,100,000 shares of Class A Common Stock upon the consummation of the IPO (the “Representative
Shares”). The Representative Shares are identical to shares of Class A Common Stock included in the Units, except that these
securities cannot be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put
or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the date
of the IPO except as permitted under FINRA Rule 5110(e)(2). The Representatives have agreed not to transfer, assign or sell any Representative
Shares until the completion of the Company’s initial business combination without the Company’s written consent. In addition,
each of the Representatives has agreed (i) to waive its redemption rights with respect to the Representative Shares in connection with
the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the
trust account with respect to the Representative Shares if the Company fails to complete its initial business combination within the
period of time provided in the Second Amended and Restated Articles of Incorporation of the Company (the “Amended and Restated
Articles of Incorporation”). The issuance of the Representative Shares was made in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act.
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
December 3, 2025, in connection with the IPO, Luisa Ingargiola, George O’Leary, Ted McDonagh and Steven Scopellite (the “New
Directors” and, collectively with Kevin McGurn, the “Directors”) were appointed to the board of directors
of the Company (the “Board”). Effective December 3, 2025, each of Luisa Ingargiola, Ted McDonagh and Steven Scopellite
was also appointed to the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
On
December 3, 2025, the Company entered into indemnity agreements with each of the Directors and officers of the Company that require the
Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any
proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to
be complete and is subject to, and qualified in its entirety by, the full text of the indemnity agreements, a form of which is filed
as Exhibit 10.6 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
| Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
December 3, 2025, the Amended and Restated Articles of Incorporation became effective. The Amended and Restated Articles of Incorporation
is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein.
A
total of $345,000,000 of the net proceeds from the IPO and the Private Placement was placed in a trust account with Odyssey Transfer
and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released
to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust
account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public
shares properly submitted in connection with a stockholder vote to amend the Amended and Restated Articles of Incorporation (A) to modify
the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business
combination or to redeem 100% of the Company’s public shares if the Company has not consummated its initial business combination
within 18 months from the closing of the IPO (or up to 24 months if the time to complete an initial business combination is extended
as described in the Registration Statement) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial
business combination activity; and (3) the redemption of all of the Company’s public shares if the Company has not completed its
initial business combination within 18 months from the closing of the IPO (or 24 months from the closing of the IPO if the Company has
executed a definitive agreement for an initial business combination within 18 months from the closing of the IPO), subject to applicable
law.
On
December 3, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
| Item
9.01. |
Financial
Statements and Exhibits. |
| (d) |
Exhibits. |
| |
|
| 1.1 |
Underwriting Agreement, dated December 3, 2025, by and between the Company and Dominari Securities LLC and D. Boral Capital LLC, as representatives of the several underwriters |
| 3.1 |
Second Amended and Restated Articles of Incorporation |
| 4.1 |
Warrant Agreement, dated December 3, 2025, by and between the Company and Odyssey Transfer and Trust Company |
| 10.1 |
Private Placement Units Purchase Agreement, dated December 3, 2025, by and between the Company and New America Sponsor I LLC |
| 10.2 |
Investment Management Trust Agreement, dated December 3, 2025, by and between the Company and Odyssey Transfer and Trust Company |
| 10.3 |
Registration Rights Agreement, dated December 3, 2025, by and among the Company, New America Sponsor I LLC and the other holders party thereto |
| 10.4 |
Letter Agreement, dated December 3, 2025, by and among the Company, New America Sponsor I LLC, each of the officers and directors of the Company and members of the advisory board of the Company |
| 10.5 |
Administrative Services Agreement, dated December 3, 2025, by and between the Company and New America Sponsor I LLC |
| 10.6 |
Form of Indemnity Agreement, by and between the Company and each of the officers and directors of the Company |
| 99.1 |
Press Release, dated December 3, 2025 |
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
December 5, 2025
| |
New
America Acquisition I Corp. |
| |
|
| |
By: |
/s/
Kevin McGurn |
| |
Name: |
Kevin
McGurn |
| |
Title: |
Chief
Executive Officer and Chairman of the Board |
