8-K
New America Acquisition I Corp. (NWAX)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): January 26, 2026
NEW
AMERICA ACQUISITION I CORP.
(Exactname of registrant as specified in its charter)
| Florida | 001-42988 | 39-2431245 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
| 590 Madison Avenue, 39th Floor<br><br> <br>New York, NY | 10022 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’stelephone number, including area code: (917) 576-6828
NotApplicable
(Formername or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant | NWAXU | The New York Stock Exchange |
| Class A common stock, par value $0.0001 per share | NWAX | The New York Stock Exchange |
| Warrants included as part of the units, each whole warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 | NWAXW | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item8.01. Other Events.
On January 26, 2026, New America Acquisition I Corp. (the “Company”) announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the Company’s shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and redeemable warrants (“Warrants”) included in the Units commencing on January 26, 2026. Each Unit consists of one share of Class A Common Stock and one half of one redeemable Warrant with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “NWAXU.” Any underlying shares of Class A Common Stock and Warrants that are separated will trade on NYSE under the symbols “NWAX” and “NWAXW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of the Units will need to have their brokers contact Odyssey Transfer and Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A Common Stock and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press<br> Release of New America Acquisition I Corp., dated January 26, 2026. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 26, 2026
| New America Acquisition I Corp. | |
|---|---|
| By: | /s/ Kevin McGurn |
| Name: | Kevin<br> McGurn |
| Title: | Chief<br> Executive Officer and Chairman of the Board |
Exhibit 99.1
NewAmerica Acquisition I Corp. Announces the Separate Trading of Its Shares of Class A Common Stock and Warrants, Commencing on January26, 2026
NewYork, New York, January 26, 2026 (ACCESS Newswire) – New America Acquisition I Corp. (NYSE:NWAXU) (the “Company”), a special purpose acquisition company, today announced that, commencing on January 26, 2026, holders of the units (the “Units”) sold in the Company’s initial public offering may elect to separately trade the Company’s shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and redeemable warrants (“Warrants”) included in the Units.
Shares of Class A Common Stock and Warrants received from the separated Units will trade on the New York Stock Exchange (“NYSE”) under the symbols “NWAX” and “NWAXW,” respectively. Units that are not separated will continue to trade on NYSE under the symbol “NWAXU.” No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Holders of Units will need to have their brokers contact Odyssey Transfer and Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.
The Units were initially offered by the Company in an underwritten offering. Dominari Securities LLC (“Dominari Securities”) and D. Boral Capital LLC (“D. Boral Capital”) acted as co-book-running managers for the offering. Copies of the prospectus relating to the offering may be obtained free of charge by visiting EDGAR on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov or from Dominari Securities by email at info@dominarisecurities.com, by standard mail to Dominari Securities LLC, 725 Fifth Avenue, 23rd Floor New York, NY 10022, or by telephone at +1 (212) 393-4500; or from D. Boral Capital, Attention: Compliance Department, 590 Madison Avenue, New York, NY 10022, via email at dbccapitalmarkets@dboralcapital.com or telephone at +1 (212) 970-5150.
The registration statement relating to the securities of the Company became effective on November 19, 2025, in accordance with Section 8(a) of the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About New America AcquisitionI Corp.
New America Acquisition I Corp. is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company intends to target established U.S.-based companies that contribute to industrial capacity, technological innovation, and economic resilience, with a focus on automation, advanced manufacturing, infrastructure and energy systems. Learn more at https://newamericaacquisition.com/.
ForwardLooking Statements
This press release contains statements that constitute “forward-looking statements” that involve risks and uncertainties. Forward-looking statements are not historical facts and include statements regarding the Company’s plans, objectives, expectations and intentions. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the SEC, which could cause actual results to differ from forward-looking statements. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law. No assurance can be given that the Company will ultimately complete a business combination transaction.
Contact
**NewAmerica Acquisition I Corp.:**Brian S. Siegel, IRC®, M.B.A.
Senior Managing Director
Hayden IR - Chicago
(346) 396-8696 (o)
brian@haydenir.com
SOURCE:New America Acquisition I Corp.