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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): February 6, 2026
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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director
Resignation
On
February 6, 2026, George O’Leary resigned, effective immediately, as a director of New America Acquisition I Corp. (the “Company”).
Mr. O’Leary’s resignation was not because of any disagreement with management or the Board of Directors of the Company (the
“Board”) on any matter relating to the Company’s operations, policies or practices.
Director
Appointments
On
February 6, 2026, the Board appointed each of Stefan C. Passantino and Kyle Wool (each, a “Director”) as a Class I Director
and a Class III Director of the Company, effective immediately, to hold office until the first and third annual meeting of shareholders
of the Company, respectively, and appointed Kyle Wool to the Investment Committee of the Board, which consists of Kyle Wool, Steve Scopellite
and Kevin McGurn.
In
addition, the Board appointed Mr. Wool to replace Kevin McGurn as the Chairman of the Board. As a result of the appointments, the size
of the Board has been increased from five directors to six directors.
The
Company also entered into an indemnity agreement with each of Messrs. Passantino and Wool in the same form as its standard form of indemnity
agreement with its other directors and in the same form as previously filed with the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission (the “SEC”) on December 5, 2025. Furthermore, Mr. Passantino is a signatory to
the letter agreement, dated December 3, 2025, as previously filed with the Company’s Current Report on Form 8-K filed with the
SEC on December 5, 2025, entered into by the Company and its directors and officers and members of the advisory board of the Company
in connection with the Company’s initial public offering (“IPO”), pursuant to which Mr. Passantino has agreed to (i)
vote any shares held by him in favor of the Company’s initial business combination, (ii) facilitate the liquidation and winding
up of the Company if an initial business combination is not consummated within 18 months from the closing of the IPO (or 24 months from
the closing of the IPO if the Company has executed a definitive agreement for an initial business combination within 18 months from the
closing of the IPO) or such longer period as is approved by the Company’s shareholders, (iii) certain transfer restrictions with
respect to the Company’s securities, and (iv) certain indemnification obligations.
The
Board affirmatively determined that Mr. Passantino is an independent director within the meaning of the New York Stock Exchange listing
standards. In connection with Mr. Passantino’s appointment as a director of the Company, Mr. Passantino will receive an indirect
interest in 50,000 shares of Class B common stock of the Company through membership interests in New America Sponsor I LLC, a Florida
limited liability company.
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:
February 9, 2026
| |
New
America Acquisition I Corp. |
| |
|
| |
By: |
/s/
Kevin McGurn |
| |
Name:
|
Kevin
McGurn |
| |
Title: |
Chief
Executive Officer |
