Director in New America Acquisition I Corp. (NWAX) reports indirect interest in 50,000 founder shares

Rhea-AI Filing Summary

New America Acquisition I Corp. director Stefan Passantino reported an initial indirect holding of 50,000 founder shares. The filing shows beneficial ownership of Class B common stock that will automatically convert into Class A common stock on a one-for-one basis when the company completes its initial business combination or earlier at the holder’s option.

The 50,000 shares are held by New America Sponsor I LLC, and Passantino’s interest comes through membership interests in that sponsor entity. He does not have voting or dispositive control over the sponsor and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Passantino Stefan

(Last) (First) (Middle)

C/O NEW AMERICA ACQUISITION I CORP.

590 MADISON AVE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2026

3. Issuer Name and Ticker or Trading Symbol
New America Acquisition I Corp. [ NWAX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock	(1)	(1)	Class A common stock	50,000	(1)	I(2)	See Footnote(2)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-289204) under the heading "Description of Securities - Founder Shares," shares of Class B common stock, par value $0.0001 per share (the "Founder Shares"), of the issuer will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date.

2. Ms. Passantino received for his services as a director of the issuer an indirect interest in the Founder Shares through membership interests in New America Sponsor I LLC (the "Sponsor"). Mr. Passantino may be deemed to beneficially own 50,000 shares held by the Sponsor by virtue of his membership interest therein. Mr. Passantino does not have voting or dispositive control over the Sponsor and disclaims beneficial ownership except to the extent of his pecuniary interest.

	/s/ Stefan C. Passantino	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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FAQ

What did New America Acquisition I Corp. (NWAX) disclose in this Form 3?

New America Acquisition I Corp. director Stefan Passantino reported an indirect interest in 50,000 founder shares. These Class B shares are currently held by New America Sponsor I LLC and will convert into Class A common stock upon the company’s initial business combination.

How many shares are associated with Stefan Passantino’s indirect ownership in NWAX?

The Form 3 reports beneficial ownership of 50,000 founder shares linked to Stefan Passantino. These are Class B common shares that will automatically convert into Class A common stock on a one-for-one basis when New America Acquisition I Corp. completes its initial business combination.

Are the 50,000 NWAX founder shares held directly by Stefan Passantino?

No, the 50,000 founder shares are held by New America Sponsor I LLC, not directly by Stefan Passantino. His interest arises through membership interests in the sponsor, making his ownership indirect rather than direct in the company’s capital structure.

Does Stefan Passantino control voting or disposition of the 50,000 NWAX shares?

The filing states that Stefan Passantino does not have voting or dispositive control over the shares held by New America Sponsor I LLC. He disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in the sponsor entity.

What are NWAX founder shares and how do they convert?

NWAX founder shares are Class B common stock that automatically convert into Class A common stock. Conversion occurs at the time of New America Acquisition I Corp.’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to certain adjustments.

Why did Stefan Passantino receive an indirect interest in NWAX founder shares?

According to the disclosure, Stefan Passantino received an indirect interest in the founder shares as compensation for his services as a director. This interest is structured through membership interests in New America Sponsor I LLC, which holds the 50,000 founder shares.