Sponsor entity tied to New America (NASDAQ: NWAX) sells 50K founder shares

Rhea-AI Filing Summary

New America Acquisition I Corp. reported an insider-related sale of 50,000 shares of its Class B common stock, known as founder shares. The transaction is coded as an open-market or private sale and is reported as an indirect holding.

The shares are held by New America Sponsor I LLC, a sponsor entity in which director Steven Scopellite has a membership interest. He may be deemed to beneficially own these 50,000 shares through that interest but has no voting or dispositive control over the sponsor and disclaims beneficial ownership except for his pecuniary interest.

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

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
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^*

Scopellite Steven

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

	/s/ Steven Scopellite	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 report in this Form 4?

New America Acquisition I Corp. reported a sale of 50,000 shares of its Class B common stock, or founder shares, in an open-market or private transaction, listed as an indirect holding linked to director Steven Scopellite through the sponsor entity.

Who is associated with the 50,000 NWAX founder shares sold?

The 50,000 founder shares are held by New America Sponsor I LLC. Director Steven Scopellite has a membership interest in this sponsor and may be deemed a beneficial owner, but he lacks voting or dispositive control over the sponsor’s holdings.

How does Steven Scopellite’s beneficial ownership in NWAX founder shares work?

Steven Scopellite received an indirect interest in 50,000 founder shares through his membership interest in New America Sponsor I LLC. He disclaims beneficial ownership of these shares except to the extent of his pecuniary interest and has no voting or dispositive control over the sponsor.

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 on a one-for-one basis at the time of the initial business combination, or earlier at the holder’s option, subject to certain adjustments, and they do not expire.

Is the NWAX director directly selling his personally held shares?

The transaction involves shares held by New America Sponsor I LLC, not shares held directly by the director. Steven Scopellite’s interest is indirect through his sponsor membership, and he has no voting or dispositive control over the sponsor’s holdings.

How many NWAX shares remain after this sponsor-related sale?

Following the reported transaction, 50,000 shares of NWAX Class B common stock remain associated with the indirect holding. This reflects the total shares reported after the transaction in the Form 4 data for the sponsor-linked position.