NWAX director tied to sponsor sale of 50,000 founder shares

Rhea-AI Filing Summary

New America Sponsor I LLC, an entity associated with director Luisa Ingargiola of New America Acquisition I Corp., sold 50,000 shares of Class B common stock in an open-market transaction. Ingargiola’s interest is indirect through the sponsor; she has no voting or dispositive control and disclaims beneficial ownership beyond her pecuniary interest. The Class B founder shares automatically convert into Class A common stock at the initial business combination on a one-for-one basis, subject to adjustments.

Insider Trade Summary

1 transaction reported

Net Sell 1 txn

Insider Ingargiola Luisa

Role Director

Sold 50,000 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	Class B Common Stock	50,000	$0.00	--

Holdings After Transaction: Class B Common Stock — 50,000 shares (Indirect, See Footnote)

Footnotes (1)

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. Ms. Ingargiola received for her 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"). Ms. Ingargiola may be deemed to beneficially own 50,000 shares held by the Sponsor by virtue of her membership interest therein. Ms. Ingargiola does not have voting or dispositive control over the Sponsor and disclaims beneficial ownership except to the extent of her pecuniary interest.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ingargiola Luisa

(Last) (First) (Middle)

C/O NEW AMERICA ACQUISITION I CORP.

590 MADISON AVE, 39TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	02/17/2026		S		50,000		(1)	(1)	Class A Common Stock	50,000	(2)	50,000	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. Ingargiola received for her 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"). Ms. Ingargiola may be deemed to beneficially own 50,000 shares held by the Sponsor by virtue of her membership interest therein. Ms. Ingargiola does not have voting or dispositive control over the Sponsor and disclaims beneficial ownership except to the extent of her pecuniary interest.

	/s/ Luisa Ingargiola	02/19/2026
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NWAX disclose in this Form 4?

New America Acquisition I Corp. disclosed that New America Sponsor I LLC, an entity associated with director Luisa Ingargiola, sold 50,000 shares of Class B common stock in an open-market transaction, reflecting a net sell of 50,000 shares in this filing.

How is Luisa Ingargiola connected to the NWAX founder shares sale?

Luisa Ingargiola holds a membership interest in New America Sponsor I LLC, which sold 50,000 Class B founder shares. She has an indirect pecuniary interest, but no voting or dispositive control over the sponsor’s holdings, and disclaims beneficial ownership beyond that economic interest.

What are NWAX Class B founder shares and how do they convert?

NWAX Class B founder shares automatically convert into Class A common stock at the time of the company’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to certain adjustments, and they do not have an expiration date.

Did Luisa Ingargiola directly sell NWAX shares in this transaction?

The sale was executed by New America Sponsor I LLC, not directly by Luisa Ingargiola. She is a member of the sponsor, lacks voting and dispositive power over its shares, and is only deemed to beneficially own them to the extent of her pecuniary interest.

How many NWAX shares were involved and what was the net effect?

The reported transaction involved 50,000 shares of NWAX Class B common stock. The transaction summary shows one sale transaction, resulting in total sell shares of 50,000 and a net-sell direction of negative 50,000 shares for this Form 4 reporting period.

What ownership remains after the NWAX founder shares sale?

After the reported open-market sale, 50,000 shares of Class B common stock are shown as owned following the transaction. This remaining position is held indirectly through New America Sponsor I LLC, reflecting Ingargiola’s membership-based pecuniary interest rather than direct share ownership.