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NWAX-UN • CIK 0002074878
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS New America Acquisition I Corp. (the “Company”) is a blank check company incorporated in the State of Florida on May 28, 2025. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to identify and acquire a business where the Company believes the Company’s management teams’ and the Company’s affiliates’ expertise will provide the Company with a competitive advantage, including technology, healthcare and logistics industries. As of December 31, 2025, the Company had not yet commenced any operations. All activity through December 31, 2025 related to the Company’s formation and the initial public offering of the Company (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On December 5, 2025, the Company consummated its Initial Public Offering of 34,500,000 units (the “Public Units” and, with respect to the Class A shares and public warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively), including 4,500,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option. The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 345,000,000 (the “Public Proceeds”). Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 600,000 Units (the “Private Units”) at a price of $ 10.00 per Unit in a private placement to the Company’s sponsor, New America Sponsor I LLC (the “Sponsor”). Transaction costs amounted to $ 26,926,783 , consisting of $ 3,000,000 cash underwriting fee, $ 22,000,000 of fair value for shares issued to the underwriters, and $ 1,926,783 of other offering costs. Upon the closing of the Initial Public Offering and the Private Placement, $ 345,000,000 ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) and invested only in U.S. government treasury obligations, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earliest of (i) the completion of an initial business combination, (ii) the redemption of public shares if the Company is unable to complete an initial business combination within the completion window, subject to applicable law, and (iii) the redemption of public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of obligation to redeem 100 % of public shares if the Company has not consummated an initial business combination within the completion window or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of public shareholders. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.…