New America Acquisition I Corp. reporting persons New America Sponsor I LLC and Kevin McGurn disclose beneficial ownership of 13,100,000 shares of common stock, representing 26.31% based on a denominator of 49,800,000 shares as described in the filing. The holdings consist of 12,500,000 Founder Shares convertible into Class A common stock and 600,000 Class A shares underlying private placement units; private placement warrants held by the Sponsor are not exercisable within 60 days.
Positive
None.
Negative
None.
Insights
Disclosure shows concentrated founder and sponsor ownership at ~26%.
The filing attributes 13,100,000 shares to the Sponsor and Mr. McGurn, comprised of 12,500,000 Founder Shares and 600,000 Class A shares underlying Private Placement Units. The 26.31% figure is calculated from a stated denominator of 49,800,000 shares.
Board and shareholder dynamics will reflect this sizable stake; subsequent filings may disclose any changes to voting arrangements or conversions that affect control.
Concentrated pre-deal ownership is typical for SPAC sponsors; warrants are currently out of 60-day exercisability window.
The Sponsor holds Founder Shares convertible into Class A common stock and Private Placement Units; the filing notes that private placement warrants held by the Sponsor "are not exercisable within 60 days hereof." This qualifier is preserved verbatim.
Cash‑flow treatment and immediate dilution from warrants are not disclosed in this excerpt; any near-term dilution depends on future exercises or conversions documented in later filings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
New America Acquisition I Corp.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
023634108
(CUSIP Number)
11/19/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
023634108
1
Names of Reporting Persons
New America Sponsor I LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
FLORIDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,100,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,100,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,100,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
26.31 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (Rows 5, 6, 7, 8 and 9) See Item 4 below. The Reporting Person is referred to herein as the "Sponsor". Consists of (i) 12,500,000 shares of Class B common stock of New America Acquisition I Corp. (the "Issuer") (the "Founder Shares"), which are convertible into shares of Class A common stock of the Issuer (the "Class A Common Stock" and together with the Founder Shares, the "Common Stock"), as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-289204) (the "Registration Statement") and (ii) 600,000 shares of Class A Common Stock underlying the private placement units of the Issuer (the "Private Placement Units") held by the Sponsor. Does not include shares of Class A Common Stock that may be issued upon the exercise of the private placement warrants underlying the Private Placement Units held by the Sponsor, which are not exercisable within 60 days hereof. (Row 11) Percentage calculated using a denominator of 49,800,000 shares of Common Stock, reflecting (i) 34,500,000 shares of Class A Common Stock issued in the Issuer's initial public offering, (ii) 12,500,000 Founder Shares issued to the Sponsor, (iii) 600,000 shares of Class A Common Stock underlying the Private Placement Units held by the Sponsor, and (iv) 2,200,000 representative shares as described in the Registration Statement.
SCHEDULE 13G
CUSIP No.
023634108
1
Names of Reporting Persons
Kevin McGurn
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,100,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,100,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,100,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
26.31 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (Rows 5, 6, 7, 8 and 9) See Item 4 below. Consists of (i) 12,500,000 Founder Shares, which are convertible into shares of Class A Common Stock as more fully described under the heading "Description of Securities - Founder Shares" in the Registration Statement and (ii) 600,000 shares of Class A Common Stock underlying the Private Placement Units held by the Sponsor. Does not include shares of Class A Common Stock that may be issued upon the exercise of the private placement warrants underlying the Private Placement Units held by the Sponsor, which are not exercisable within 60 days hereof. (Row 11) Percentage calculated using a denominator of 49,800,000 shares of Common Stock, reflecting (i) 34,500,000 shares of Class A Common Stock issued in the Issuer's initial public offering, (ii) 12,500,000 Founder Shares issued to the Sponsor, (iii) 600,000 shares of Class A Common Stock underlying the Private Placement Units beneficially owned by the Reporting Person as set forth in Row 9, and (iv) 2,200,000 representative shares as described in the Registration Statement.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
New America Acquisition I Corp.
(b)
Address of issuer's principal executive offices:
590 Madison Ave, 39th Floor, New York, NY 10022
Item 2.
(a)
Name of person filing:
This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entity and person, all of whom are together referred to herein as the "Reporting Persons":
(1) New America Sponsor I LLC (the "Sponsor")
(2) Kevin McGurn
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person and such beneficial ownership is expressly disclaimed.
(b)
Address or principal business office or, if none, residence:
590 Madison Ave, 39th Floor, New York, NY 10022
(c)
Citizenship:
(1) New America Sponsor I LLC -- Florida
(2) Kevin McGurn -- United States
(d)
Title of class of securities:
Class A common stock, par value $0.0001 per share
(e)
CUSIP No.:
023634108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. The Sponsor is the record holder of (i) 12,500,000 Founder Shares, which are convertible into shares of Class A Common Stock as more fully described under the heading "Description of Securities - Founder Shares" in the Registration Statement and (ii) 600,000 shares of Class A Common Stock underlying the Private Placement Units. Does not include shares of Class A Common Stock that may be issued upon the exercise of the private placement warrants underlying the Private Placement Units held by the Sponsor, which are not exercisable within 60 days hereof. Mr. Kevin McGurn is the manager of the Sponsor and holds voting and investment discretion with respect to the shares held of record by the Sponsor. As such, Mr. Kevin McGurn may be deemed to have or share beneficial ownership of the shares held directly by the Sponsor.
(b)
Percent of class:
The information required by Items 4(b) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
-
(ii) Shared power to vote or to direct the vote:
-
(iii) Sole power to dispose or to direct the disposition of:
-
(iv) Shared power to dispose or to direct the disposition of:
-
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
New America Sponsor I LLC
Signature:
/s/ Kevin McGurn
Name/Title:
Kevin McGurn, Authorized Signatory of New America Sponsor I LLC
What stake does New America Sponsor I LLC report in NWAX?
The Sponsor reports beneficial ownership of 13,100,000 shares, equal to 26.31% based on a denominator of 49,800,000 shares. This includes 12,500,000 Founder Shares and 600,000 Class A shares underlying private placement units.
Who is listed as a reporting person on the Schedule 13G for NWAX?
The Schedule 13G is jointly filed by New America Sponsor I LLC and Kevin McGurn. Mr. McGurn is identified as the manager of the Sponsor with voting and investment discretion over the shares held by the Sponsor.
Do the reported holdings include private placement warrants exercisable soon?
The filing states the private placement warrants held by the Sponsor "are not exercisable within 60 days hereof." Therefore, warrants are not included in the 13,100,000 share count for immediate exercisability purposes.
How is the 26.31% ownership percentage calculated for NWAX?
The percentage uses a denominator of 49,800,000 shares, reflecting 34,500,000 Class A shares from the IPO, 12,500,000 Founder Shares, 600,000 Class A shares underlying Private Placement Units, and 2,200,000 representative shares per the Registration Statement.
Does Kevin McGurn personally own the shares reported on the NWAX filing?
Mr. McGurn is the manager of the Sponsor and holds voting and investment discretion; the filing states he "may be deemed to have or share beneficial ownership" of the shares held of record by the Sponsor.
