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New America Acquisition I Corp. (NYSE: NWAX) closes IPO and funds $345M trust

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8-K

Rhea-AI Filing Summary

New America Acquisition I Corp. completed its initial public offering of 34,500,000 units at $10.00 per unit, including 4,500,000 units sold under the underwriters’ over-allotment option. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant, with each whole warrant exercisable at $11.50 per share.

The company also completed a private placement of 600,000 private placement units at $10.00 per unit, raising an additional $6,000,000. These private placement units are generally non-transferable until the initial business combination and carry registration rights, and the underlying shares do not have redemption rights. A total of $345,000,000 of net proceeds from the IPO and private placement was deposited into a trust account, to be used to fund a future business combination or, if none is completed within 18 months (or 24 months if a definitive agreement is signed within 18 months), to redeem public shares.

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Insights

New America Acquisition I Corp. raised substantial capital and locked it into a trust pending a future business combination.

New America Acquisition I Corp. completed an IPO of 34,500,000 units at $10.00 per unit, including the full exercise of the underwriters’ over-allotment option, and a concurrent private placement of 600,000 units at $10.00 per unit. The structure uses units combining Class A common stock with half-warrants exercisable at $11.50 per share, which can later add equity if holders exercise them.

A total of $345,000,000 of net proceeds from the IPO and private placement was placed into a trust account, to be released upon completing an initial business combination, certain shareholder-approved charter amendments, or if all public shares are redeemed. The company has up to 18 months from the IPO closing, or up to 24 months if a definitive business combination agreement is signed within 18 months, to complete this transaction, so future disclosures will need to detail any proposed combination within that timeframe.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2025

 

NEW AMERICA ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)

 

Florida   001-42988   39-2431245
(State or other jurisdiction of
incorporation or organization)		  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

590 Madison Avenue, 39th Floor

New York, NY

   10022
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (917) 576-6828

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading Symbol(s)

  

Name of each exchange on which registered

Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant   NWAXU   The New York Stock Exchange
Class A common stock, par value $0.0001 per share   NWAX   The New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50   NWAXW   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

On December 5, 2025, New America Acquisition I Corp. (the “Company”) completed (i) its initial public offering (the “IPO”) of 34,500,000 units (the “Units”) at an offering price of $10.00 per Unit, including 4,500,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, each Unit consisting of one share of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and one half of one redeemable warrant (each, a “Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments, generating gross proceeds of $345,000,000 (before underwriting discounts and commissions and offering expenses), and (ii) a private placement of an aggregate of 600,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,000,000 (the “Private Placement”). The Private Placement Units are identical to the Units, except that, they (i), subject to certain limited exceptions, are subject to transfer restrictions until the consummation of the Company’s initial business combination and (ii) are entitled to registration rights. In addition, the shares of Class A Common Stock underlying the warrants included in the Private Placement Units do not have redemption rights. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Units. The issuance of the Private Placement Units was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

A total of $345,000,000 of the net proceeds from the IPO and the Private Placement was placed in a trust account with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s Second Amended and Restated Articles of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company has not completed its initial business combination within 18 months from the closing of the IPO (or 24 months from the closing of the IPO if the Company has executed a definitive agreement for an initial business combination within 18 months from the closing of the IPO) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 18 months from the closing of the IPO (or 24 months from the closing of the IPO if the Company has executed a definitive agreement for an initial business combination within 18 months from the closing of the IPO), subject to applicable law.

 

An audited balance sheet as of December 5, 2025, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)   Exhibits.
     
99.1   Audited Balance Sheet
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 11, 2025  
  New America Acquisition I Corp.
  By: /s/ Kevin McGurn
  Name:  Kevin McGurn
  Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did New America Acquisition I Corp. (NWAX) report in this filing?

The company reported that it completed its initial public offering of 34,500,000 units at $10.00 per unit and a concurrent private placement of 600,000 units at $10.00 per unit.

How much money did New America Acquisition I Corp. raise and place in trust?

The IPO generated gross proceeds of $345,000,000, and the private placement generated $6,000,000. In total, $345,000,000 of net proceeds from these transactions was deposited into a trust account.

What are the key terms of the units and warrants for NWAX?

Each unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustments.

What are the special features of the private placement units of New America Acquisition I Corp.?

The private placement units are generally subject to transfer restrictions until the company completes its initial business combination, are entitled to registration rights, and the Class A shares underlying their warrants do not have redemption rights. No underwriting discounts or commissions were paid on these units.

When must New America Acquisition I Corp. complete its initial business combination?

The company must complete its initial business combination within 18 months from the IPO closing, or within 24 months if it executes a definitive agreement for a business combination within 18 months. If it does not, the company will redeem all public shares, funded by the trust account.