Sponsor entity linked to New America Acquisition I (NWAX) sells 50,000 founder shares

Rhea-AI Filing Summary

New America Acquisition I Corp. reported an indirect insider sale of founder shares. An entity associated with director Theodore William McDonagh, New America Sponsor I LLC, sold 50,000 shares of the issuer’s Class B common stock, described as founder shares that automatically convert into Class A common stock on a one-for-one basis at the time of the initial business combination or earlier at the holder’s option.

McDonagh’s interest is through membership interests in the sponsor, and he may be deemed to beneficially own the 50,000 shares held by the sponsor to the extent of his pecuniary interest. He does not have voting or dispositive control over the sponsor and disclaims beneficial ownership beyond that economic interest.

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

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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^*

McDonagh Theodore William

(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. Mr. McDonagh 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. McDonagh may be deemed to beneficially own 50,000 shares held by the Sponsor by virtue of his membership interest therein. Mr. McDonagh does not have voting or dispositive control over the Sponsor and disclaims beneficial ownership except to the extent of his pecuniary interest.

	/s/ Theodore William McDonagh	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did New America Acquisition I Corp. (NWAX) report?

New America Acquisition I Corp. reported an indirect sale of 50,000 Class B founder shares by New America Sponsor I LLC, an entity associated with director Theodore William McDonagh. The filing classifies the transaction as a sale, with McDonagh’s interest limited to his pecuniary stake.

How is director Theodore William McDonagh connected to the NWAX shares sold?

Theodore William McDonagh holds an indirect interest through membership interests in New America Sponsor I LLC, which holds the 50,000 founder shares. He may be deemed to beneficially own those shares only to the extent of his pecuniary interest and lacks voting or dispositive control over the sponsor.

What are the Class B founder shares mentioned in the NWAX Form 4 filing?

The Class B founder shares are shares of Class B common stock that automatically convert into Class A common stock on a one-for-one basis at the time of the issuer’s initial business combination, or earlier at the holder’s option, subject to certain adjustments, and they have no expiration date.

Did Theodore William McDonagh personally sell NWAX shares in this Form 4?

The sale involved 50,000 founder shares held by New America Sponsor I LLC, not directly by Theodore William McDonagh. He has no voting or dispositive control over the sponsor and disclaims beneficial ownership except for his pecuniary interest, so the transaction is attributed to the sponsor entity.

How many NWAX founder shares were involved in the reported insider sale?

The insider filing reports a transaction involving 50,000 shares of Class B common stock, described as founder shares. These shares are held by New America Sponsor I LLC, with director Theodore William McDonagh having an indirect, pecuniary interest through his membership in the sponsor.