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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): August 5, 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. |
CEO/Director
Resignation
On
August 5, 2026, Kevin McGurn resigned, effective as of August 5, 2026, from his positions as the Chief Executive Officer and a director
of New America Acquisition I Corp. (the “Company”). Mr. McGurn’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. As a result of the resignation, the size of the Board has been decreased from six directors to five directors.
CEO
Appointment
Effective
as of August 5, 2026, Kyle Wool, Chairman of the Board, was appointed by the Board as Chief Executive Officer of the Company. Mr. Wool
will continue to serve on the Board as Chairman.
Mr.
Wool, aged 49, has served as a member of the Board since February 2026. Mr. Wool has served as President of Dominari Holdings Inc. (Nasdaq:
DOMH) since December 2023, chief executive officer of Dominari Securities, a co-book-running manager and a representative of the underwriters
in the Company’s initial public offering, since May 2023, and director of Dominari Holdings Inc. since 2021. Prior to that, Mr.
Wool was the non-executive Chairman of Revere Wealth Management, where he provided integrated strategies designed to help build, manage
and preserve wealth for wealthy families, endowments and foundations. Prior to his employment at Revere Wealth Management, Mr. Wool was
an Executive Director at Morgan Stanley (NYSE: MS) from May 2013 to January 2021, where he provided strategic wealth management and investing
guidance to his clients. Mr. Wool was employed at Oppenheimer and Co., Inc. in a number of roles, where he provided strategic wealth
management and investing guidance to his clients, from 2005 to 2013. Specifically, from 2010 until 2013, Mr. Wool served as a Managing
Director of the Professional Investors Group for Oppenheimer Asia Ltd. Mr. Wool currently serves as a board member of LifeLine NY, a
charity foundation focused on attaining medical equipment for the underprivileged children of Serbia and a board member of CIRSD (Center
for International Relations and Sustainable Development), whose mission is to empower youth in communities with the greatest need to
reach their full potential and pursue higher education. Mr. Wool is also a board member of the LangLang International Music Foundation.
Mr. Wool holds a degree from State University of New York at Binghamton.
There
is no family relationship between Mr. Wool and any director or executive officer of the Company, and there are no transactions involving
Mr. Wool requiring disclosure under Item 404(a) of Regulation S-K.
Item
7.01 Regulation FD Disclosure.
The
Company issued a press release on August 5, 2026, regarding Mr. Wool’s appointment as the Chief Executive Officer of the Company
and Mr. McGurn’s resignation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein solely for purposes of this Item 7.01 disclosure.
Such
press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in
this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated August 5, 2026. |
| 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:
August 5, 2026
| |
New
America Acquisition I Corp. |
| |
|
| |
By: |
/s/
Kyle Wool |
| |
Name:
|
Kyle
Wool |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
New
America Acquisition I Corp. Announces Leadership Transition;
Kyle
Wool Appointed Chief Executive Officer
Chairman
Kyle Wool, a veteran Wall Street executive, to lead the Company’s pursuit of its anticipated initial business combination phase
New
York, New York, August 5, 2026 – New America Acquisition I Corp. (NYSE: NWAX) (the “Company”) today announced that
Kevin McGurn has resigned as Chief Executive Officer and as a member of the Board of Directors of the Company, effective August 5, 2026,
and that the Board of Directors has appointed Kyle Wool, the Company’s Chairman of the Board, as Chief Executive Officer, effective
as of the same date. Mr. Wool will continue to serve as Chairman of the Board. Mr. McGurn’s resignation was voluntary and was not
the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The
Company completed its initial public offering of 34,500,000 units at $10.00 per unit in December 2025, including the full exercise of
the underwriters’ over-allotment option, and continues to pursue its initial business combination targeting established U.S.-based
companies across industrial automation, data and AI infrastructure, advanced manufacturing and the modernization of U.S. energy and power
systems.
“Leading
New America from its founding through one of the most successful SPAC IPOs of 2025 has been a privilege, and I am proud of the platform
and the team we have built,” said Mr. McGurn. “Kyle is a proven capital markets leader with deep relationships across Wall
Street and a long record of building businesses and delivering for investors. He knows this Company, he believes in its mission, and
I can think of no one better positioned to carry it forward. I have complete confidence in Kyle and the Board, and I look forward to
the Company completing an outstanding business combination.”
“On
behalf of the Board, I want to thank Kevin for his leadership and for the strong foundation he built,” said Mr. Wool. “Looking
ahead, I am excited to complete a business combination with a great company that advances American industry and innovation and improves
value for Americans. With the capital raised in our offering and a deep pipeline of opportunities across the sectors we know best, New
America has the team, the resources and the mandate to deliver on that mission.”
Kyle
Wool brings more than two decades of experience across financial services and capital markets. He has served as president of Dominari
Holdings Inc. (Nasdaq: DOMH) since December 2023 and chief executive officer of Dominari Securities LLC since May 2023. Earlier in his
career, Wool was an executive director at Morgan Stanley, advising clients on investment strategy and capital allocation. He also held
senior roles at Oppenheimer and Co., including serving as managing director of the Professional Investors Group for Oppenheimer Asia
Ltd. Wool holds a degree from the State University of New York at Binghamton.
About
New America Acquisition I Corp
New
America Acquisition I Corp is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination with one or more businesses. The Company intends to target established
U.S.-based companies that contribute to industrial capacity, technological innovation, and economic resilience, with a focus on automation,
advanced manufacturing, infrastructure and energy systems.
Learn
more at https://newamericaacquisition.com/
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s
leadership transition, the Company’s search for and ability to consummate an initial business combination and the anticipated benefits
of the management changes described herein. No assurance can be given that the Company will ultimately complete a business combination
transaction in the sectors it is targeting or at all. Management has based these forward-looking statements on its current expectations,
assumptions, estimates, and projections. While they believe these expectations, assumptions, estimates, and projections are reasonable,
such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond
management’s control. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K and other filings with
the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website,
at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release,
except as required by law.
Contact
Brian
S. Siegel, IRC®, M.B.A.
Senior
Managing Director
Hayden
IR - Chicago
(346)
396-8696 (o)
brian@haydenir.com
SOURCE:
New America Acquisition I Corp.