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200,000 NWAX shares bought via entity tied to New America (NWAX) director

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

New America Acquisition I Corp. director Kyle Michael Wool reported an indirect open-market-style purchase of Class A shares through an affiliated entity. On April 7, 2026, American Ventures LLC, Series XLIV DBC bought 200,000 shares of Class A common stock in a private transaction at $0.01 per share. The filing shows Wool with 1,900,000 Class A shares indirectly owned following the transaction. Footnotes state he may be deemed to beneficially own 50% of the Series XLIV DBC shares and disclaims beneficial ownership beyond any pecuniary interest.

The filing also lists New America Sponsor I LLC as record holder of 12,500,000 Class B founder shares and 600,000 private shares, with automatic one-for-one conversion of the Class B into Class A upon the initial business combination. Wool is a co‑manager of this sponsor entity with voting and investment discretion but no direct economic interest in those sponsor-held shares.

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Insider Wool Kyle Michael
Role Director
Bought 200,000 shs ($2K)
Type Security Shares Price Value
Purchase Class A common stock 200,000 $0.01 $2K
holding Class B common stock -- -- --
holding Class A common stock -- -- --
holding Class A common stock -- -- --
Holdings After Transaction: Class A common stock — 1,900,000 shares (Indirect, See Footnote); Class B common stock — 12,500,000 shares (Indirect, See Footnote)
Footnotes (1)
  1. As described in the issuer's registration statement on Form S-1 (File No. 333-289204), the issuer issued 1,100,000 shares of Class A common stock to Dominari Securities LLC or its designees upon the closing of the issuer's initial public offering. Mr. Wool serves as the Chief Executive Officer of Dominari Securities LLC. As such, he may be deemed to have or share beneficial ownership of shares of Class A common stock held directly by Dominari Securities LLC. Mr. Wool disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. New America Sponsor I LLC is the record holder of 12,500,000 shares of Class B common stock ("founder shares") and 600,000 private shares. The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination of the issuer or such earlier time at the option of the holder on a one-for-one basis, subject to adjustment. Mr. Wool is the co-manager of New America Sponsor I LLC and accordingly, Mr. Wool has the voting and investment discretion with respect to the shares of common stock held of record by New America Sponsor I LLC. Mr. Wool does not have any direct economic interest in the shares held by New America Sponsor I LLC. The reported securities are held by American Ventures LLC, Series XLIV DBC ("Series XLIV DBC"). Mr. Wool may be deemed to beneficially own 50% of the shares held by Series XLIV DBC. On April 7, 2026, Series XLIV DBC purchased 200,000 shares of Class A common stock of the issuer in a private transaction. Mr. Wool disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein.
Class A shares purchased 200,000 shares Private transaction on April 7, 2026
Purchase price $0.01 per share Class A common stock, April 7, 2026
Indirect Class A holdings 1,900,000 shares Total Class A indirectly held after transaction
Founder shares (Class B) 12,500,000 shares Held by New America Sponsor I LLC; convertible into Class A
Private shares 600,000 shares Held by New America Sponsor I LLC
Underlying Class A from Class B 12,500,000 shares One-for-one conversion of founder shares upon business combination
beneficial ownership financial
"he may be deemed to have or share beneficial ownership of shares of Class A common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
founder shares financial
"New America Sponsor I LLC is the record holder of 12,500,000 shares of Class B common stock ("founder shares")"
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
initial business combination financial
"The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
private transaction financial
"On April 7, 2026, Series XLIV DBC purchased 200,000 shares of Class A common stock of the issuer in a private transaction"
A private transaction is the sale or transfer of securities, assets, or ownership stakes carried out directly between a small number of parties rather than on a public exchange. For investors it matters because these deals are less visible and often less liquid than public trades, so pricing can be harder to verify, the investment can be harder to sell quickly, and buyers or sellers may gain strategic advantages not available in open markets — like negotiated terms similar to a private garage sale versus a crowded marketplace.
pecuniary interest financial
"disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein"
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SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Wool Kyle Michael

(Last)(First)(Middle)
C/O NEW AMERICA ACQUISITION I CORP.
590 MADISON AVE, 39TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A common stock1,100,000ISee Footnote(1)
Class A common stock600,000ISee Footnote(2)
Class A common stock04/07/2026P200,000A$0.011,900,000ISee Footnote(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B common stock(2) (2) (2)Class A common stock12,500,00012,500,000ISee Footnote(2)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-289204), the issuer issued 1,100,000 shares of Class A common stock to Dominari Securities LLC or its designees upon the closing of the issuer's initial public offering. Mr. Wool serves as the Chief Executive Officer of Dominari Securities LLC. As such, he may be deemed to have or share beneficial ownership of shares of Class A common stock held directly by Dominari Securities LLC. Mr. Wool disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
2. New America Sponsor I LLC is the record holder of 12,500,000 shares of Class B common stock ("founder shares") and 600,000 private shares. The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial business combination of the issuer or such earlier time at the option of the holder on a one-for-one basis, subject to adjustment. Mr. Wool is the co-manager of New America Sponsor I LLC and accordingly, Mr. Wool has the voting and investment discretion with respect to the shares of common stock held of record by New America Sponsor I LLC. Mr. Wool does not have any direct economic interest in the shares held by New America Sponsor I LLC.
3. The reported securities are held by American Ventures LLC, Series XLIV DBC ("Series XLIV DBC"). Mr. Wool may be deemed to beneficially own 50% of the shares held by Series XLIV DBC. On April 7, 2026, Series XLIV DBC purchased 200,000 shares of Class A common stock of the issuer in a private transaction. Mr. Wool disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein.
/s/ Kyle Wool04/09/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NWAX director Kyle Michael Wool report?

Kyle Michael Wool reported an indirect purchase of New America Acquisition I Corp. (NWAX) Class A shares. On April 7, 2026, American Ventures LLC, Series XLIV DBC acquired 200,000 Class A shares in a private transaction at $0.01 per share, with Wool linked through beneficial ownership.

How many New America Acquisition I Corp. Class A shares are indirectly held after the transaction?

The filing shows 1,900,000 Class A common shares indirectly held following the transaction. This total includes the 200,000 Class A shares purchased on April 7, 2026 by American Ventures LLC, Series XLIV DBC, plus other Class A holdings referenced in the footnotes.

Which entity actually purchased the NWAX shares disclosed in this Form 4?

The reported 200,000 NWAX Class A shares were purchased by American Ventures LLC, Series XLIV DBC. The Form 4 states that Series XLIV DBC bought these shares in a private transaction, and Wool may be deemed to beneficially own 50% of that entity’s holdings.

What does the Form 4 say about Kyle Michael Wool’s beneficial ownership in the purchased NWAX shares?

The Form 4 indicates Wool may be deemed to beneficially own 50% of Series XLIV DBC’s shares. It also notes that he disclaims beneficial ownership of the reported shares except to the extent of any pecuniary interest he may hold, directly or indirectly.

What founder and private shares of NWAX are held by New America Sponsor I LLC?

New America Sponsor I LLC holds 12,500,000 Class B founder shares and 600,000 private shares. The founder shares will automatically convert into Class A common stock on a one-for-one basis in connection with the issuer’s initial business combination or earlier at the holder’s option.

What is Kyle Michael Wool’s relationship to New America Sponsor I LLC in the NWAX filing?

Wool is a co‑manager of New America Sponsor I LLC with voting and investment discretion over its shares. The Form 4 states he does not have any direct economic interest in the 12,500,000 founder shares and 600,000 private shares held by this sponsor entity.