New America Acquisition I: going-concern doubt past June 5, 2027
Management said liquidation timing raises substantial doubt about NWAX continuing as a going concern past June 5, 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
New America Acquisition I Corp. (NWAX) reported net income of $2,003,006 for the three months ended September 30, 2026 and $5,921,411 for the nine months ended September 30, 2026. The results included trust-account interest income of $3,128,619 and $9,155,009, respectively, partly offset by operating costs and income tax expense. NWAX had not commenced operations and had no operating revenue as of September 30, 2026. Its trust account held $355,072,517.
Management said cash was sufficient for at least 12 months from the financial statements’ issuance, but liquidation timing raises substantial doubt about NWAX’s ability to continue as a going concern past June 5, 2027. The business-combination deadline is June 5, 2027, or December 5, 2027 if a definitive agreement is executed by June 5, 2027. Kevin McGurn resigned as Chief Executive Officer and director on August 5, 2026, and Chairman Kyle Wool was appointed Chief Executive Officer. George O’Leary resigned as Chief Financial Officer on August 26, 2026; Tim S. Ledwick was appointed Chief Financial Officer and Christopher Devall Chief Operating Officer. On October 15, 2026, NWAX entered a related-party services agreement with Dominari Holdings Inc. for $20,000 per month.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointManagement cited going-concern doubt past June 5, 2027.
Filing Explained
Founder conversion changes share class one-for-one; warrant exercise is the separate conditional route that can issue additional Class A shares.
At
The 12.5 million founder shares convert into Class A one-for-one at a business combination, subject to the filing’s stated adjustment provisions.
The filing reports 17,550,000 warrants outstanding; they become exercisable 30 days after a business combination at
Key Figures
Key Terms
going concern financial
temporary equity financial
over-allotment option financial
cashless basis financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much net income did NWAX report?
How much of NWAX’s trust cash exceeded the FDIC limit?
When is NWAX’s business-combination deadline?
What is the monthly fee under NWAX’s new administrative services agreement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For
the quarterly period ended
For the transition period from to
Commission
file number:
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As
of November 6, 2026, there were
NEW AMERICA ACQUISITION I CORP.
FORM 10-Q FOR THE QUARTER ENDED September 30, 2026
TABLE OF CONTENTS
| Page | ||
| Part I. Financial Information | ||
| Item 1. Interim Financial Statements | 1 | |
| Unaudited Balance Sheets as of September 30, 2026 and December 31, 2025 | 1 | |
| Unaudited Statements of Operations for the three and nine months ended September 30, 2026 and for the three months ended September 30, 2025 and for the period from May 28, 2025 (inception) through September 30, 2025 | 2 | |
| Unaudited Statement of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2026 and for the period from May 28, 2025 (inception) through September 30, 2025 | 3 | |
| Unaudited Statement of Cash Flows for the nine months ended September 30, 2026 and for the period from May 28, 2025 (inception) through September 30, 2025 | 4 | |
| Notes to Unaudited Financial Statements | 5 | |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 24 | |
| Item 4. Controls and Procedures | 24 | |
| Part II. Other Information | ||
| Item 1. Legal Proceedings | 25 | |
| Item 1A. Risk Factors | 25 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 25 | |
| Item 3. Defaults Upon Senior Securities | 25 | |
| Item 4. Mine Safety Disclosures | 25 | |
| Item 5. Other Information | 25 | |
| Item 6. Exhibits | 26 | |
| Signatures | 27 |
| i |
PART I - FINANCIAL INFORMATION
| Item 1. | Interim Financial Statements. |
NEW AMERICA ACQUISITION I CORP.
UNAUDITED BALANCE SHEETS
September 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expense | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Prepaid expense | ||||||||
| Cash held in Trust Account | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and offering costs | - | |||||||
| Income tax payable | ||||||||
| Total current liabilities | ||||||||
| Non-current Liabilities: | ||||||||
| Accrued expenses and offering costs | - | |||||||
| Total non-current liabilities | - | |||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 6) | - | - | ||||||
| Class A common stock, $ | ||||||||
| Shareholders’ Equity: | ||||||||
| Preferred stock, $ | - | - | ||||||
| Class A common stock, $ | ||||||||
| Class B common stock, $ | ||||||||
| Common stock value | ||||||||
| Additional paid-in capital | - | |||||||
| Retained earnings | ||||||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 1 |
NEW AMERICA ACQUISITION I CORP.
UNAUDITED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026,
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025
AND
FOR THE PERIOD FROM MAY 28, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025
| For the three months ended | For the three months ended | For the nine months ended | For the period from May 28, 2025 (inception) through | |||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Formation and operating costs | $ | $ | - | $ | $ | |||||||||||
| Loss from operations | ( | ) | - | ( | ) | ( | ) | |||||||||
| Other income: | ||||||||||||||||
| Interest income earned on cash held in Trust account | - | - | ||||||||||||||
| TOTAL OTHER INCOME | - | - | ||||||||||||||
| Income (Loss) before taxes | - | ( | ) | |||||||||||||
| Provision for income taxes | ( | ) | - | ( | ) | - | ||||||||||
| Net income (loss) | $ | $ | - | $ | $ | ( | ) | |||||||||
| Weighted average shares outstanding of redeemable common stock, basic and diluted | - | - | ||||||||||||||
| Basic and diluted net income per redeemable share of common stock | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding of non-redeemable common stock, basic and diluted | ||||||||||||||||
| Basic and diluted net income per non-redeemable share of common stock | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 2 |
NEW AMERICA ACQUISITION I CORP.
UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
AND
FOR THE PERIOD FROM MAY 28, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025
| Shares | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Additional Paid-In | Retained | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Remeasurement of Class A common stock subject to possible redemption | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net Income | - | - | - | - | - | |||||||||||||||||||||||
| Balance, March 31, 2026 | - | |||||||||||||||||||||||||||
| Remeasurement of Class A common stock subject to possible redemption | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net Income | - | - | - | - | - | |||||||||||||||||||||||
| Balance, June 30, 2026 | $ | - | ||||||||||||||||||||||||||
| Remeasurement of Class A common stock subject to possible redemption | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net Income | - | - | - | - | - | |||||||||||||||||||||||
| Balance September 30, 2026 | $ | $ | $ | - | $ | $ | ||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Additional Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, May 28, 2025 (inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| Class B common stock issued to Sponsor | - | - | - | |||||||||||||||||||||||||
| Net Income (Loss) | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2025 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, September 30, 2025 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
NEW AMERICA ACQUISITION I CORP.
UNAUDITED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended September 30, 2026 | For the period from May 28, 2025 (inception) through September 30, 2025 | |||||||
| Cash Flows Used in Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Interest income earned on the cash held in Trust account | ( | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | - | |||||||
| Income tax payable | - | |||||||
| Deferred offering costs | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash flows from Financing Activities: | ||||||||
| Proceeds from sponsor note | - | |||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | - | |||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Disclosure of cash flow information | ||||||||
| Income taxes paid | $ | - | $ | - | ||||
| Non-cash investing and financing activities | ||||||||
| Deferred offering costs included in accrued expenses | $ | - | $ | |||||
| Common stock issued in exchange for deferred offering costs | $ | - | $ | |||||
| Remeasurement of Class A common stock subject to possible redemption | $ | $ | - | |||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
NEW AMERICA ACQUISITION I CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
New America Acquisition I Corp. (the “Company”) is a blank check company incorporated in the State of Florida on May 28, 2025. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to identify and acquire a business where the Company believes the Company’s management teams’ and the Company’s affiliates’ expertise will provide the Company with a competitive advantage, including technology, healthcare and logistics industries.
As of September 30, 2026, the Company had not yet commenced any operations. All activity through September 30, 2026, related to the Company’s formation, the initial public offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
On
December 5, 2025, the Company consummated its Initial Public Offering of
Simultaneously
with the closing of the Initial Public Offering, the Company completed the private sale of
Transaction
costs amounted to $
Upon
the closing of the Initial Public Offering and the Private Placement, $
| 5 |
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of the signing a definitive agreement in connection with the Business Combination.
The Company will provide the public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of the initial business combination either (i) in connection with a special meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. If the Company seeks stockholder approval of the initial business combination, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or vote against, the initial business combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.
The
stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$
If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated articles of incorporation conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing the initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
The initial stockholders, officers, directors and members of the advisory board, pursuant to a letter agreement with the Company, and the representatives of the underwriters, pursuant to the underwriting agreement, have agreed to (i) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of the initial business combination; (ii) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a stockholder vote to approve an amendment to 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 initial business combination or to redeem 100% of the public shares if the Company has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fails to complete the initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares and private shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).
The
Company has until 18 months from the closing of the Initial Public Offering (or 24 months from the closing of the Initial Public Offering
if the Company has executed a definitive agreement for an initial business combination within 18 months from the closing of the Initial
Public Offering) (as may be extended further by stockholder approval to amend the amended and restated articles of incorporation to extend
the date by which the Company must consummate the initial business combination) or until such earlier liquidation date as the board of
directors may approve, to consummate the initial business combination (the “Combination Period”). If the Company is unable
to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available
funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to
$
| 6 |
The
Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (except for the Company’s
independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company
has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement; provided that,
such indemnification shall only apply to the extent necessary to ensure that such third party claims do not reduce the amount of funds
in the trust account to below the lesser of (i) $
Going Concern Consideration
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial Statements—Going Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before June 5, 2027 (or December 5, 2027 if the Company has executed a definitive agreement for an initial Business Combination by June 5, 2027). The Company also currently has no approved plan in place to extend the business combination deadline beyond June 5, 2027. Although the Company has sufficient cash on hand to meet its operating needs for at least 12 months from the issuance date of the financial statements, 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 assets or liabilities.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The interim results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
Emerging growth company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
| 7 |
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Income taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United
States and Florida are the Company’s major tax jurisdictions. The Company recognizes accrued interest and penalties as income tax expense. There were no unrecognized tax benefits as of September 30, 2026 and
December 31, 2025. As of September 30, 2026 and December 31, 2025, the amounts accrued for interest and penalties were $
While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results.
The
Company’s effective tax rate was
Net Income per Share
The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The statement of operations includes a presentation of income per redeemable share and income per non-redeemable share following the two-class method of income per share. Income and losses are shared ratably based on the weighted average number of shares outstanding between the two classes of shares. Remeasurement associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2026, except as noted below, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.
The
calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the
Initial Public Offering and the private placement of the Private Placement Units to receive an aggregate of
| 8 |
The following tables reflect the calculation of basic and diluted net income per share for the three and nine months ended September 30, 2026. For the three months ended September 30, 2025 and for the period from May 28, 2025 (inception) through September 30, 2025, only Class B common stock was outstanding. Accordingly, the net loss for those periods was attributed entirely to the non-redeemable common stock, and basic and diluted net loss per share is presented on the face of the statements of operations.
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE
For The Three Months Ended September 30, 2026 | ||||
| Redeemable shares | ||||
| Numerator: Allocation of net income, basic and diluted | $ | |||
| Denominator: Basic and diluted weighted average shares outstanding | ||||
| Basic and diluted net income per share | $ | |||
| Non-redeemable shares | ||||
| Numerator: Allocation of net income, basic and diluted | $ | |||
| Denominator: Basic and diluted weighted average shares outstanding | ||||
| Basic and diluted net income per share | $ | |||
For The Nine Months Ended September 30, 2026 | ||||
| Redeemable shares | ||||
| Numerator: Allocation of net income, basic and diluted | $ | |||
| Denominator: Basic and diluted weighted average shares outstanding | ||||
| Basic and diluted net income per share | $ | |||
| Non-redeemable shares | ||||
| Numerator: Allocation of net income, basic and diluted | $ | |||
| Denominator: Basic and diluted weighted average shares outstanding | ||||
| Basic and diluted net income per share | $ | |||
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2026 and December 31, 2025.
Cash Held in Trust Account
As
of September 30, 2026 and December 31, 2025, the Company had $
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Instruments
The Company accounts for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment because the warrants are indexed to the Company’s own common stock and meet all of the requirements for equity classification under ASC 815-40. The Company reassesses the classification of the warrants at each balance sheet date.
Concentration of credit risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit and cash held in the trust with a financial
institution, which, at times, may exceed the Securities Investor Protection Corporation (“SIPC”) limit. As of September 30,
2026, the cash held in excess of the FDIC limit was $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
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Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; | |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Class A Shares Subject to Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 30, 2026 and December 31, 2025, Class A shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
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As of September 30, 2026 and December 31, 2025, the Class A shares subject to redemption reflected in the balance sheet are reconciled in the following table:
SCHEDULE OF CLASS A SHARES SUBJECT TO REDEMPTION
| Gross proceeds | $ | |||
| Less: Proceeds allocated to public warrants | ( | ) | ||
| Less: Class A share issuance costs | ( | ) | ||
| Add: Accretion for Class A common stock to redemption value | ||||
| Add: Remeasurement of carrying value to redemption value | ||||
| Class A shares subject to possible redemption as of December 31, 2025 | ||||
| Add: Remeasurement of carrying value to redemption value | ||||
| Class A shares subject to possible redemption as of March 31, 2026 | ||||
| Add: Remeasurement of carrying value to redemption value | ||||
| Class A shares subject to possible redemption as of June 30, 2026 | ||||
| Add: Remeasurement of carrying value to redemption value | ||||
| Class A shares subject to possible redemption as of September 30, 2026 | $ |
Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the unaudited financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, including specific categories and further disaggregation of reconciling items that meet a quantitative threshold, as well as additional disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, and for all other entities for annual periods beginning after December 15, 2025. As an emerging growth company that has elected to use the extended transition period, the Company will adopt ASU 2023-09 in its annual financial statements for the year ending December 31, 2026. The guidance is to be applied prospectively, with retrospective application permitted. The adoption will affect only the Company’s income tax disclosures and is not expected to have an impact on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold
NOTE 4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Company in a private placement sold
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NOTE 5. RELATED PARTY TRANSACTIONS
Founder shares
On
May 28, 2025, the Sponsor purchased, and the Company issued to the Sponsor,
The founder shares are designated as Class B common stock and, except as described below, are identical to the Class A common stock included in the units sold in the Initial Public Offering, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights; (iii) the initial stockholders, officers, directors and members of the advisory board, pursuant to a letter agreement with the Company, and the representative of the underwriters, pursuant to the underwriting agreement, have agreed to (A) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of the initial business combination, (B) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a stockholder vote to approve an amendment to 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 initial business combination or to redeem 100% of the public shares if the Company has not consummated an initial business combination within the completion window or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fails to complete the initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial business combination within such time period and to liquidating distributions from assets outside the trust account and (D) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the founder shares are automatically convertible into Class A common stock concurrently with or immediately following the consummation of the initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the amended and restated articles of incorporation, and (v) prior to the closing of the initial business combination, only holders of shares of Class B common stock will be entitled to vote on the appointment and removal of directors.
With certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the completion of the initial business combination.
Promissory Note — Related Party
On
June 5, 2025, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate
principal amount of $
Following the completion of the Initial Public Offering the promissory note was no longer available.
Administrative Services Arrangement
An affiliate of the Sponsor has agreed, commencing
from the date that the Company’s securities are first listed on the NYSE, through the earlier of the Company’s consummation
of a Business Combination and its liquidation, to make available to the Company the Sponsor’s certain office space, utilities and
secretarial and administrative support services as may be reasonably required by the Company. The Company has agreed to pay to the affiliate
of the Sponsor $
On
October 15, 2026, the Company terminated the administrative services agreement with the affiliate of the Sponsor, pursuant to which the
Company was to pay $
Subsequent
to September 30, 2026, on October 15, 2026, the Company entered into an administrative services agreement with Dominari Holdings Inc.
(“Dominari Holdings” or the “Services Provider”), a related party, an affiliate of certain officers and directors of the Company, pursuant to which the Services Provider will
make available to the Company certain office space and administrative services for a fee of $
The
Company’s Chairman and Chief Executive Officer, is the President and a director of Dominari Holdings and the Chief Executive Officer
of Dominari Securities LLC (“Dominari Securities”), a subsidiary of Dominari Holdings; the Company’s Chief Financial
Officer, is the Chief Financial Officer of Dominari Holdings; and the Company’s Chief Operating Officer, is the Chief Operating
Officer of Dominari Holdings. Dominari Securities was a representative of the underwriters in the Initial Public Offering, holds
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Working Capital Loans- Related Party
In
order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,
or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Up to $
Representative Shares
The
Company issued to each of Dominari Securities and D. Boral Capital or their respective designees,
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Units (including the component securities as well as the securities underlying those component securities), which were issued in a private placement simultaneously with the closing of the Initial Public Offering and (iii) private units (including the component securities as well as the securities underlying those component securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the securities held by them and any other securities of the company acquired by them prior to the consummation of a Business Combination pursuant to a registration rights agreement entered into in connection with the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. The registration rights granted to the underwriters are limited to no more than two demands and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements, except that, with respect to the representatives of the underwriters, the Company will only bear such expenses on one occasion.
Underwriting Agreement
The
Company granted the underwriters a
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The
underwriters were paid a cash underwriting discount of one percent (
The
underwriters received
The underwriters are not entitled to any deferred underwriting commissions upon closing of the Business Combination.
Service Providers Fees
Certain
service providers have agreed to defer the payment of certain fees and expenses until the completion of the initial Business
Combination. The amounts accrued as of September 30, 2026 and December 31, 2025 were $
Business Combination Marketing Agreement
The
Company engaged Dominari Securities and D. Boral Capital, representatives of the underwriters, as advisors in connection with the Business
Combination. The Company will pay the representatives a cash fee for such services upon the consummation of its initial Business Combination
in an amount up to
NOTE 7. SHAREHOLDERS’ EQUITY
Preferred
stock — The Company is authorized to issue
Class
A Common stock — The Company is authorized to issue
Class
B Common stock — The Company is authorized to issue
The
Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation
of the initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject
to adjustment as provided herein. Because the Sponsor acquired the Class B common stock at a nominal price, the public stockholders will
incur an immediate and substantial dilution upon the closing of the Initial Public Offering, assuming no value is ascribed to the warrants
included in the units. In the case that additional Class A common stock, or equity-linked securities (as described herein), are issued
or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial business combination,
the ratio at which the Class B common stock will convert into Class A common stock will be adjusted (unless the holders of a majority
of the issued and outstanding Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or
deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal,
in the aggregate, approximately
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Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote, except as required by law. Unless specified in the amended and restated articles of incorporation or bylaws, or as required by applicable provisions of the FBCA or applicable stock exchange rules, the approval of the votes cast in favor of the action exceeding the votes cast against the action is required to approve any such matter voted on by the stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors (prior to consummation of the initial business combination).
NOTE 8. WARRANTS
There
were
The Company will not be obligated to deliver any Class A share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the Class A shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption
of warrants when the price per Class A share equals or exceeds $
| ● | in whole and not in part; |
| ● | at
a price of $ |
| 15 |
| ● | upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each Public Warrant holder; |
| ● | if,
and only if, the last reported sale price of the Class A shares equals or exceeds $ |
| ● | for any 20 trading days within a 30-trading day period commencing at least 30 days after the completion of a Business Combination and ending on the third business day prior to the date on which the Company sends the notice of redemption to warrant holders. |
If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise their warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A shares equal to the quotient obtained by dividing (x) the product of the number of Class A shares underlying the Public Warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A shares to be received upon exercise of the Public Warrants, including the “fair market value” in such case.
The
Company has established the $
In
addition, if (x) the Company issues additional Class A shares or equity-linked securities for capital raising purposes in connection
with the closing of its initial Business Combination at less than $
The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until the completion of a Business Combination, subject to certain limited exceptions.
NOTE 9. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
| 16 |
The Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.
The key measures of segment profit or loss reviewed by our CODM are interest earned on cash held in Trust Account and operating and formation costs. The CODM reviews interest earned on cash held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews the formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets.
SCHEDULE OF NET INCOME OR LOSS AND TOTAL ASSETS
September 30, 2026 | December 31, 2025 | |||||||
| Cash held in Trust Account | $ | $ | ||||||
| Cash | $ | $ | ||||||
For the Three Months Ended September 30, 2026 | For the Three Months Ended September 30, 2025 |
For the Nine Months Ended September 30, 2026 | For the Period from May 28, 2025 (Inception) through September 30, 2025 |
|||||||||||||
| Interest income earned on cash held in Trust Account | $ | $ | - | $ | $ | - | ||||||||||
| Formation and operating costs | ( | ) | - | ( | ) | ( |
) | |||||||||
| Provision for income taxes | ( | ) | - | ( | ) | - | ||||||||||
| Net income (loss) | $ | $ | - | $ | $ | ( |
) | |||||||||
NOTE 10. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statement is issued, the Company has evaluated all events or transactions that occurred through the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
On
October 15, 2026, the Company entered into an administrative services agreement with Dominari Holdings Inc., a related party (see Note
5), pursuant to which Dominari Holdings will make available to the Company certain office space and administrative services for a fee
of $
On
October 15, 2026, the Company terminated the administrative services agreement with the affiliate of the Sponsor, pursuant to which the
Company was to pay $
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Cautionary Note Regarding Forward-Looking Statements
Some of the statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements in this Quarterly Report may include, for example, statements about:
| ● | our being a company with no operating history and no revenues; |
| ● | our ability to select an appropriate target business or businesses; |
| ● | our ability to complete our initial business combination; |
| ● | our expectations around the performance of the prospective target business or businesses; |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
| ● | our potential ability to obtain additional financing to complete our initial business combination; |
| ● | our pool of prospective target businesses; |
| ● | the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases) on our ability to consummate an initial business combination; |
| ● | the ability of our officers and directors to generate a number of potential business combination opportunities; |
| ● | our public securities’ potential liquidity and trading; |
| ● | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| ● | the trust account not being subject to claims of third parties; or |
| ● | our financial performance. |
The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and elsewhere in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
| 18 |
In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report. Although we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
Overview
New America Acquisition I Corp. is a blank check company incorporated in the State of Florida on May 28, 2025. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to identify and acquire a business where the Company believes the Company’s management teams’ and the Company’s affiliates’ expertise will provide the Company with a competitive advantage, including technology, healthcare and logistics industries.
As of September 30, 2026, the Company had not yet commenced any operations. All activity through September 30, 2026 related to the Company’s formation and the Initial Public Offering, and subsequent to the Initial Public Offering, identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
On December 5, 2025, the Company consummated its Initial Public Offering of 34,500,000 units, including 4,500,000 units issued pursuant to the exercise of the underwriters’ over-allotment option. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $345,000,000. Simultaneously with the closing of the Initial Public Offering, the Company completed the Private Placement of 600,000 private placement units at a price of $10.00 per private placement unit to the Company’s sponsor, New America Sponsor I LLC. Transaction costs amounted to $26,926,783, consisting of $3,000,000 cash underwriting fee, $22,000,000 of fair value for shares issued to the underwriters, and $1,926,783 of other offering costs.
Upon the closing of the Initial Public Offering and the Private Placement, $345,000,000 of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a demand deposit trust account, until the earliest of (i) the completion of an initial business combination, (ii) the redemption of public shares if the Company is unable to complete an initial business combination within the completion window, subject to applicable law, and (iii) the redemption of public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated articles of incorporation to modify the substance or timing of obligation to redeem 100% of public shares if the Company has not consummated an initial business combination within the completion window or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of creditors, if any, which could have priority over the claims of public shareholders.
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The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the private placement units, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. NYSE rules provide that the business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of the signing a definitive agreement in connection with the business combination.
The Company will provide the public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of the initial business combination either (i) in connection with a special meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. If the Company seeks stockholder approval of the initial business combination, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or vote against, the initial business combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.
The stockholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the trust account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations). If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated articles of incorporation conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing the initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
The initial stockholders, officers, directors and members of the advisory board, pursuant to a letter agreement with the Company, and the representatives of the underwriters, pursuant to the underwriting agreement, have agreed to (i) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of the initial business combination; (ii) waive their redemption rights with respect to their founder shares, private shares and public shares in connection with a stockholder vote to approve an amendment to 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 initial business combination or to redeem 100% of the public shares if the Company has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fails to complete the initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares and private shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).
The Company has until 18 months from the closing of the Initial Public Offering (or 24 months from the closing of the Initial Public Offering if the Company has executed a definitive agreement for an initial business combination within 18 months from the closing of the Initial Public Offering) (as may be extended further by stockholder approval to amend the amended and restated articles of incorporation to extend the date by which the Company must consummate the initial business combination) or until such earlier liquidation date as the board of directors may approve, to consummate the initial business combination (the “Combination Period”). If the Company is unable to complete a business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the obligations under Florida law to provide for claims of creditors and the requirements of other applicable law.
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The sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement; provided that, such indemnification shall only apply to the extent necessary to ensure that such third party claims do not reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the initial business combination and redemptions could be reduced to less than $10.00 per public share.
The Company did not have any cash equivalents as of September 30, 2026 and December 31, 2025. We expect to incur significant costs in the pursuit of our acquisition and financing plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
Recent Developments
On August 5, 2026, Kevin McGurn resigned as our Chief Executive Officer and as a director, and our board of directors appointed Kyle Wool, our Chairman, as Chief Executive Officer. On August 26, 2026, George O’Leary resigned as our Chief Financial Officer, and our board of directors appointed Tim S. Ledwick as Chief Financial Officer and Christopher Devall as Chief Operating Officer. Messrs. Wool, Ledwick and Devall are also officers of Dominari Holdings Inc., an affiliate of Dominari Securities LLC, one of the representatives of the underwriters in our Initial Public Offering. See Note 5 to the financial statements.
On October 15, 2026, we entered into an administrative services agreement with Dominari Holdings Inc., a related party, and on October 15, 2026, we terminated our administrative services agreement with an affiliate of our sponsor. See “Contractual Obligations” below.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest or dividend income on our cash and cash equivalents held in the trust account. Since the closing of the Initial Public Offering, we are incurring increased expenses as a result of being a public company (for legal, financial reporting, listing, accounting and auditing compliance), as well as for expenses related to efforts to identify and evaluate target businesses and due diligence expenses. We expect our expenses to continue to increase.
Net income of $2,003,006 and $5,921,411, respectively, for the three and nine months ended September 30, 2026 includes $3,128,619 and $9,155,009 of interest income on cash held in the trust account, partially offset by operating and formation costs of $206,233 and $786,829, and income tax expense of $919,380 and $2,446,769 respectively.
For the three months ended September 30, 2025, we had no operations and no net income or loss, and for the period from May 28, 2025 (inception) through September 30, 2025, we had a net loss of $30,000, which consisted of formation costs.
The increase in net income for the 2026 periods compared to the 2025 periods is primarily attributable to interest income earned on the funds held in the trust account following the Initial Public Offering, partially offset by increased operating costs associated with being a public company and searching for a target business, and by income tax expense.
Liquidity and Capital Resources
Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of $25,000 from the sale of the founder shares and up to $350,000 in loans that were available from our sponsor under an unsecured promissory note. On December 5, 2025, we closed the Initial Public Offering and the underwriters fully exercised their over-allotment option. In connection with the closing of the Initial Public Offering, the approximately $277,000 drawn down under the unsecured promissory note was repaid in full. The net proceeds from the sale of the units in the Initial Public Offering for an aggregate purchase price of $345,000,000 and the sale of the private units for an aggregate purchase price of $6,000,000, after deducting the cash underwriting fee of $3,000,000 and other offering costs of $1,926,783, were $346,073,217, $345,000,000 of which is held in the trust account. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest-bearing or other demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more. As of September 30, 2026, $551,130 is held outside of the trust account.
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We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions or pursue other growth strategies.
As of September 30, 2026, we have $551,130 available to us held outside the trust account. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
As of September 30, 2026, we had a working capital deficit of $2,614,928, including income taxes payable, and related interest and penalties accrued of $2,679,311 that we expect to pay from interest earned on the funds held in the trust account.
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,500,000 of such loans may be convertible into private units of the post business combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would be identical to the private units. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
In addition, we could use a portion of the funds not in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses than the terms we have offered) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
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Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public stockholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public stockholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the sale of the private units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public stockholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public Offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
For the nine months ended September 30, 2026, cash used in operating activities was $392,976. Net income of $5,921,411 was affected by interest earned on cash held in the trust account of $9,155,009, prepaid expenses of $201,344, income tax payable of $2,446,769 and accounts payable and accrued expenses of $192,509.
Going Concern Consideration
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial Statements—Going Concern, the Company was formed for the purpose of completing a merger, capital 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 business combination deadline beyond June 5, 2027. As of September 30, 2026, the Company had $551,130 of cash held outside the trust account and a working capital deficit of $2,614,928. Although the Company has sufficient cash on hand to cash on hand to meet its operating needs for at least 12 months from the issuance date of the financial statements, management has determined that the mandatory liquidation date, should a business combination not be consummated, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities.
Off-balance sheet financing arrangements
As of September 30, 2026, we have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any agreements for non-financial assets.
Contractual obligations
As of September 30, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities except as described below.
In connection with the Initial Public Offering, we entered into an Administrative Services Agreement with our sponsor pursuant to which the Company agreed to pay an affiliate of our sponsor $20,000 per month for office space and administrative services. On October 15, 2026, we terminated the Administrative Services Agreement with the affiliate of our sponsor. On October 15, 2026, we entered into an administrative services agreement with Dominari Holdings Inc., a related party, pursuant to which we will pay Dominari Holdings $20,000 per month for office space and administrative services until the earlier of the consummation of an initial business combination and the Company’s liquidation.
Certain service providers have agreed to defer the payment of certain fees and expenses until the completion of the initial business combination. As of September 30, 2026, $811,081 of such deferred fees had been accrued.
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We engaged Dominari Securities and D. Boral Capital, representatives of the underwriters in connection with the Initial Public Offering, as advisors in connection with the business combination. We will pay the representatives a cash fee for such services upon the consummation of the initial business combination in an amount up to 5.0% of the gross proceeds of the Initial Public Offering, or up to an aggregate of $17,250,000. If the Company doesn’t complete a business combination, no fee will be due.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company does not have any critical accounting estimates.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information otherwise required under this item.
| Item 4. | Controls and Procedures Evaluation of Disclosure Controls and Procedures |
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the quarterly period ended September 30, 2026, due to material weaknesses related to the lack of segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and recordkeeping.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarterly period ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings |
None
| Item 1A. | Risk Factors |
Investing in our securities involves a high degree of risk. In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in our Annual Report on Form 10-K filed with the SEC on March 31, 2026, which could materially affect our business, financial condition, or future results.
Except as set forth below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K.
We recently experienced changes in our senior management, which could disrupt our search for and completion of an initial business combination.
On August 5, 2026, Kevin McGurn resigned as our Chief Executive Officer and as a director, and on August 26, 2026, George O’Leary resigned as our Chief Financial Officer. Our board of directors appointed Kyle Wool, our Chairman, as Chief Executive Officer, Tim S. Ledwick as Chief Financial Officer and Christopher Devall as Chief Operating Officer. Changes in our management team may disrupt our efforts to identify, evaluate and complete an initial business combination, and our new officers may require time to become familiar with our business and with prospective target businesses. In addition, our new officers hold positions with Dominari Holdings Inc., as described below, and are not required to commit any specified amount of time to our affairs.
Our officers’ positions with Dominari Holdings Inc. and its affiliates may create conflicts of interest in determining whether to pursue, and on what terms to complete, a particular business combination.
Our Chief Executive Officer is the President and a director of Dominari Holdings Inc. (“Dominari Holdings”) and the Chief Executive Officer of Dominari Securities LLC (“Dominari Securities”), a subsidiary of Dominari Holdings, and our Chief Financial Officer and Chief Operating Officer serve in the same capacities at Dominari Holdings. Dominari Securities was a representative of the underwriters in our Initial Public Offering, holds 1,100,000 representative shares, which will have no value if we do not complete an initial business combination, and, together with D. Boral Capital, is entitled under the business combination marketing agreement to a cash fee of up to $17,250,000 that is payable only upon the consummation of our initial business combination. In addition, on October 15, 2026, we entered into an administrative services agreement with Dominari Holdings under which we pay $20,000 per month until the earlier of the consummation of our initial business combination and our liquidation. As a result, our officers may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination, in negotiating its terms and in deciding whether to seek to extend the date by which we must complete a business combination.
There is substantial doubt about our ability to continue as a going concern.
We have until June 5, 2027 (or December 5, 2027 if we have executed a definitive agreement for an initial business combination by June 5, 2027) to complete an initial business combination, and there is currently no approved plan to extend this deadline. As of September 30, 2026, we had $551,130 of cash held outside the trust account and a working capital deficit of $2,614,928. Management has determined that the mandatory liquidation, should a business combination not be consummated, and potential subsequent dissolution raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements included in this Quarterly Report are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
On May 28, 2025, we issued 12,500,000 founder shares to our sponsor for $25,000.
Simultaneously with the consummation of the Initial Public Offering, we consummated 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 our initial business combination and (ii) will be entitled to registration rights. In addition, the shares of Class A common stock 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.
We also issued to each of the representatives 1,100,000 shares of Class A common stock upon the consummation of the Initial Public Offering. 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 Initial Public Offering 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 our initial business combination without our 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 our initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the representative shares if we fail to complete our initial business combination within the period of time provided in our 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.
For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report on Form 10-Q.
| Item 3. | Defaults Upon Senior Securities |
None
| Item 4. | Mine Safety Disclosures |
None
| Item 5. | Other Information |
None
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| Item 6. | Exhibits |
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| No. | Description of Exhibit | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEW AMERICA ACQUISITION I CORP. | ||
| Date: November 6, 2026 | By: | /s/ Kyle Wool |
| Name: | Kyle Wool | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: November 6, 2026 | By: | /s/ Tim S. Ledwick |
| Name: | Tim S. Ledwick | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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