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): December 3, 2025
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) |
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| ☐ | 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)) |
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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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
On November 19, 2025, the Registration Statement on Form S-1 (File No. 333-289204) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of New America Acquisition I Corp. (the “Company”) became effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”). On December 5, 2025, the Company consummated the IPO of 34,500,000 units (the “Units”), including 4,500,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and one half of one redeemable warrant (each, a “Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | an<br> Underwriting Agreement, dated December 3, 2025, by and among the Company and Dominari Securities<br> LLC and D. Boral Capital LLC, as representatives (the “Representatives”)<br> of the several underwriters named on Schedule A thereto, which contains customary representations<br> and warranties by the Company, conditions to closing and indemnification obligations of the<br> Company and the underwriters; |
|---|---|
| ● | a<br> Private Placement Units Purchase Agreement, dated December 3, 2025, by and between the Company<br> and New America Sponsor I LLC (the “Sponsor”), pursuant to which the Sponsor<br> purchased 600,000 private placement units (the “Private Placement Units”); |
| --- | --- |
| ● | a<br> Warrant Agreement, dated December 3, 2025, by and between the Company and Odyssey Transfer<br> and Trust Company, as warrant agent (the “Warrant Agreement”), which sets<br> forth the expiration and exercise price of, and procedures for exercising, the Public Warrants<br> and the warrants contained in the Private Placement Units (the “Private Placement<br> Warrants” and, together with the Public Warrants, the “Warrants”);<br> certain adjustment features of the terms of exercise; provisions relating to cashless exercise<br> of the Warrants; provisions related to the redemption of the Public Warrants; provisions<br> for amendments to the Warrant Agreement; and indemnification of the warrant agent by the<br> Company under the agreement; |
| --- | --- |
| ● | an<br> Investment Management Trust Agreement, dated December 3, 2025, by and between the Company<br> and Odyssey Transfer and Trust Company, as trustee, which establishes the trust account that<br> will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private<br> Placement Units, and sets forth the responsibilities of the trustee; the procedures for withdrawal<br> and direction of funds from the trust account; and indemnification of the trustee by the<br> Company under the agreement; |
| --- | --- |
| ● | a<br> Registration Rights Agreement, dated December 3, 2025, by and among the Company, the Sponsor<br> and the other holders party thereto (the “Registration Rights Agreement”),<br> which provides for customary demand and piggy-back registration rights for the Holders (as<br> defined in the Registration Rights Agreement), as well as certain transfer restrictions applicable<br> to the Holders with respect to the Company securities they hold; |
| --- | --- |
| ● | a<br> Letter Agreement, dated December 3, 2025, by and among the Company, the Sponsor, each of<br> the directors and officers of the Company and members of the advisory board of the Company<br> (collectively, the “Insiders”), pursuant to which each of the Insiders<br> has agreed to vote any shares held by him, her or it in favor of the Company’s initial<br> business combination; to facilitate the liquidation and winding up of the Company if an initial<br> business combination is not consummated within 18 months from the closing of the IPO (or<br> 24 months from the closing of the IPO if the Company has executed a definitive agreement<br> for an initial business combination within 18 months from the closing of the IPO) or such<br> longer period as is approved by the Company’s stockholders; to certain transfer restrictions<br> with respect to the Company’s securities; and, as to the Sponsor, certain indemnification<br> obligations; |
| --- | --- |
| ● | an<br> Administrative Services Agreement, dated December 3, 2025, by and between the Company and<br> the Sponsor, pursuant to which the Sponsor has agreed to make available certain office space<br> and administrative services, as may be reasonably required by the Company, for $20,000 per<br> month until the earlier of the consummation by the Company of an initial business combination<br> and the Company’s liquidation; and |
| --- | --- |
| ● | Indemnity<br> Agreements, each dated December 3, 2025, by and between the Company and each of the officers<br> and directors of the Company, pursuant to which the Company has agreed to indemnify each<br> officer and director of the Company to the fullest extent permitted under Florida law against<br> liabilities that may arise by reason of their service to the Company, and, to the fullest<br> extent permitted under Florida law, to advance expenses incurred as a result of any proceeding<br> against them as to which they could be indemnified. |
| --- | --- |
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement or form thereof, each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively.
| Item 3.02 | Unregistered Sales of Equity Securities. |
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Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated a private placement (the “Private Placement”) of an aggregate of 600,000 Private Placement Units. The Private Placement Units, which were purchased by the Sponsor, are identical to the Units, except that, they (i), subject to certain limited exceptions, will be subject to transfer restrictions until the consummation of the Company’s initial business combination and (ii) will be entitled to registration rights. In addition, the shares of Class A Common Stock underlying the warrants included in the Private Placement Units do not have redemption rights. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Units. The issuance of the Private Placement Units was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
The Company also issued to each of the Representatives 1,100,000 shares of Class A Common Stock upon the consummation of the IPO (the “Representative Shares”). The Representative Shares are identical to shares of Class A Common Stock included in the Units, except that these securities cannot be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days from the date of the IPO except as permitted under FINRA Rule 5110(e)(2). The Representatives have agreed not to transfer, assign or sell any Representative Shares until the completion of the Company’s initial business combination without the Company’s written consent. In addition, each of the Representatives has agreed (i) to waive its redemption rights with respect to the Representative Shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Representative Shares if the Company fails to complete its initial business combination within the period of time provided in the Second Amended and Restated Articles of Incorporation of the Company (the “Amended and Restated Articles of Incorporation”). The issuance of the Representative Shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On December 3, 2025, in connection with the IPO, Luisa Ingargiola, George O’Leary, Ted McDonagh and Steven Scopellite (the “New Directors” and, collectively with Kevin McGurn, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective December 3, 2025, each of Luisa Ingargiola, Ted McDonagh and Steven Scopellite was also appointed to the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
On December 3, 2025, the Company entered into indemnity agreements with each of the Directors and officers of the Company that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the indemnity agreements, a form of which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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On December 3, 2025, the Amended and Restated Articles of Incorporation became effective. The Amended and Restated Articles of Incorporation is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein.
| Item 8.01 | Other Events. |
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A total of $345,000,000 of the net proceeds from the IPO and the Private Placement was placed in a trust account with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Amended and Restated Articles of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company has not consummated its initial business combination within 18 months from the closing of the IPO (or up to 24 months if the time to complete an initial business combination is extended as described in the Registration Statement) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 18 months from the closing of the IPO (or 24 months from the closing of the IPO if the Company has executed a definitive agreement for an initial business combination within 18 months from the closing of the IPO), subject to applicable law.
On December 3, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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: December 5, 2025
| New America Acquisition I Corp. | |
|---|---|
| By: | /s/<br> Kevin McGurn |
| Name: | Kevin<br> McGurn |
| Title: | Chief<br> Executive Officer and Chairman of the Board |
Exhibit1.1
Execution Version
NEWAMERICA ACQUISITION I CORP.
UNDERWRITINGAGREEMENT
New York, New York
December 3, 2025
DOMINARI SECURITIES LLC
725 Fifth Avenue
23^rd^ Floor
New York, NY 10022
D. BORAL CAPITAL LLC
590 Madison Avenue
39^th^ Floor
New York, NY 10022
As Representatives of the several Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
New America Acquisition I Corp., a company incorporated in the State of Florida (the “Company”), hereby confirms its agreement (this “Agreement”) with Dominari Securities LLC and D. Boral Capital LLC (hereinafter collectively referred to as “you” (including its correlatives)) acting as Representatives (the “Representatives”) of the several underwriters named on Schedule A hereto (the “Underwriters” and, each underwriter individually, an “Underwriter”), as follows:
ArticleI
Purchaseand Sale of Securities.
Section 1.1 Firm Units.
1.1.1 Purchase. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of 30,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.90 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (all such shares being referred to as “Class A Shares,” and the Class A Shares included in the Firm Units being referred to as the “Firm Shares”) and one-half of one redeemable warrant (each such whole warrant being referred to as a “Firm Warrant” and, collectively, the “Firm Warrants”), with each Firm Warrant entitling the holder to purchase one Class A Share for $11.50 per share, subject to adjustment as provided for in the Warrant Agreement (as defined in Section 2.24.8 below). The shares and warrants included in the units will not be separately tradable until 52 days after the date hereof unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering (as defined below) and the completion of the Private Placement (as defined in Section 1.5.2 below) and issuing a press release announcing when such separate trading will begin. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule A hereto*.* The Underwriters shall offer the Firm Units to the public (the “Offering”) at the offering price of $10.00 per Firm Unit (the “Public Offer Price”) and to certain dealers selected by the Representatives at a price that represents a concession not in excess of $0.05 a Firm Unit under the Public Offering Price (the “Selling Concession”).
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1.1.2 Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the first (1st) Business Day (as defined below) following the commencement of trading of the Firm Units, at the offices of Dominari Securities LLC or at such other time or such other place as may be agreed upon by the Representatives and the Company. The closing of the Offering is referred to as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred to as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds against delivery of the Firm Units in the form of certificates (in form and substance reasonably satisfactory to the Representatives) or through the facilities of The Depository Trust Company (“DTC”) for the account of the Underwriters. An aggregate of $300,000,000 of the net proceeds from the sale of the Firm Units and the Private Units (as defined below) shall be deposited into the trust account (the “Trust Account”), established by the Company for the benefit of the Public Stockholders (as defined below) as described in the Registration Statement (as defined in Section 2.1.1 below), pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) entered into between the Company and Odyssey Transfer and Trust Company (“Odyssey”), substantially in the form annexed as an exhibit to the Registration Statement; and the remaining proceeds (less actual expenses and fees payable pursuant to this Agreement) shall be paid to the order of the Company. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Closing Date. The Company will permit the Representatives to examine and package any Firm Units being delivered in the form of certificates at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by Dominari Securities LLC for all the Firm Units. As used herein, the term “Business Day” means any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business and the term “Public Stockholders” means the holders of the Class A Shares sold in the Offering or acquired in the aftermarket, including any of the Respondents (as defined in Section 2.14 below) to the extent they acquire Class A Shares in the Offering or in the aftermarket (and solely with respect to such shares).
Section 1.2 [Reserved.]
Section 1.3 Over-Allotment Option.
1.3.1 Grant of Option. The Representatives shall have the option (the “Over-Allotment Option”) to purchase, on behalf of the several Underwriters, all or less than all of an additional 4,500,000 units of the Company (the “Option Units”) solely for the purpose of covering any over-allotments made in connection with the distribution and sale of the Firm Units. The Option Units shall be purchased at the Representatives’ election, for each account of the several Underwriters in the same proportion as the number of Firm Units set forth opposite such Underwriter’s name on Schedule A hereto (subject to adjustment by the Representatives to eliminate fractions). The Option Units shall be identical in all respects to the Firm Units. No Option Units shall be sold or delivered unless the Firm Units previously have been or simultaneously are, sold and delivered. The right to purchase the Option Units or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. The purchase price to be paid for each Option Unit (which shall not be subject to any discounts and commissions) will be $10.00 per Option Unit. The Option Units shall be sold at the Public Offer Price and to certain dealers selected by the Representatives at a price that represents a concession not in excess of the Selling Concession.
1.3.2 Exercise of Option. The Over-Allotment Option may be exercised by the Representatives, on behalf of the several Underwriters, as to all or any part of the Option Units at any time and from time to time within forty-five (45) days after the Effective Date (as defined in Section 2.1.1 below). The Representatives will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option. The Over-Allotment Option may be exercised by oral notice from the Representatives to the Company, confirmed in accordance with the notice provisions of Section 11.1 herein, setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units, if other than the Closing Date, which date shall not be earlier than the Closing Date or later than ten (10) full Business Days after the date of the notice (each such date, an “Option Closing Date”), at the offices of Dominari Securities LLC or at such other time or such other place as may be agreed upon by the Representatives and the Company. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the several Underwriters and, subject to the terms and conditions set forth herein, the several Underwriters will become obligated to purchase, the number of Option Units specified in such notice in the same proportion as the number of Firm Units set forth opposite each Underwriter’s name on Schedule A hereto (subject to adjustment by the Representatives to eliminate fractions).
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1.3.3 Payment and Delivery. Payment for the Option Units shall be made on the applicable Option Closing Date by wire transfer in Federal (same day) funds against delivery of the Option Units in the form of certificates (in form and substance reasonably satisfactory to the Representatives) or through the facilities of DTC for the account of the Underwriters. Payment shall be made as follows: $10.00 per Option Unit shall be deposited into the Trust Account pursuant to the terms of the Trust Agreement. The Option Units shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least one (1) Business Day prior to the Option Closing Date. The Company will permit the Representatives to examine and package any Option Units being delivered in the form of certificates at least one (1) full Business Day prior to the Closing Date or the Option Closing Date, as the case may be.
Section 1.4 Representative Shares. The Company agrees to issue to each Representative (and/or its designees) 1,100,000 Class A Shares. Such 2,200,000 shares are hereinafter referred to as the “Representative Shares.” Delivery of the Representative Shares shall be made on the Closing Date, in book-entry form, in the name or names and in such authorized denominations as each respective Representative may request. Each Representative has agreed not to sell, transfer, assign, pledge or hypothecate any of its Representative Shares or subject any of its Representative Shares to any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities, for a period of 180 days beginning on the date of commencement of sales in the Offering, pursuant to Rule 5110(e)(1) of the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), except that (i) the Representative Shares may be transferred, in whole or in part, to any member participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the 180 days; (ii) the Representative Shares may be transferred back to the issuer in a transaction exempt from registration with the Commission; and (iii) the Representative Shares may be transferred pursuant to other exceptions as provided under FINRA Rule 5110(e)(2) (the “FINRA Lock-up”). In addition, each Representative has agreed and will cause any transferee of the Representative Shares to agree, (a) to vote the Representative Shares in favor of any proposed Business Combination (as defined below); (b) not to propose any amendment to the Company’s articles of incorporation not for the purpose of approving or in conjunction with the consummation of, a Business Combination (1) the modification of the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred percent (100%) of the Public Shares if the Company has not consummated a Business Combination within 18 months from the Closing Date (or 24 months from the Closing Date if the Company has executed a definitive agreement for an initial Business Combination within 18 months from the Closing Date) or (2) with respect to any other material provisions relating to the rights of holders of Class A Shares or pre-initial Business Combination activity, unless the Company provides its Public Stockholders with the opportunity to redeem their Public Shares upon effectiveness of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the Trust Account and not previously released to the Company to pay its taxes, divided by the number of Public Shares then in issue, subject to applicable law; (c) not to redeem any shares, including the Representative Shares, into the right to receive cash from the Trust Account in connection with the consummation of a Business Combination or a stockholder vote to amend the Company’s articles of incorporation in the manner described above; (d) not to participate in any liquidating distributions from the Trust Account with respect to the Representative Shares if a Business Combination is not consummated within 18 months from the Closing Date (or 24 months from the Closing Date if the Company has executed a definitive agreement for an initial Business Combination within 18 months from the Closing Date), although the Representatives will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares it holds if the Company fails to complete a Business Combination within the prescribed time frame; and (e) not to transfer any Representative Shares held by it until the completion of the Business Combination, provided, however, that the Representatives may, subject to applicable FINRA rules, transfer the Representative Shares to any person or in any transaction permitted under Section 8 of the Insider Letter (the “Business Combination Lock-up”)
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Section 1.5 Private Issuances.
1.5.1 Founder Shares. On May 28, 2025, the Company issued to New America Sponsor I LLC, a Florida limited liability company (the “Sponsor”), 12,500,000 shares of Class B common stock of the Company, par value $0.0001 per share (the “Founder Shares”) for a purchase price of $0.002 per share or an aggregate purchase price of $25,000, in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption rights with respect to the Founder Shares, nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. Following the Closing of the Offering, the percentage ownership of the Company attributable to the Founder Shares will vary depending on the extent to which the Underwriters elect to exercise the Over-Allotment Option. At such time, if the Over-Allotment Option is exercised in full, the Founder Shares will represent approximately 26.6% the Founder Shares will represent; if the Over-Allotment Option is not exercised, the Founder Shares will represent approximately 29.4% of the Company’s issued and outstanding shares of common stock; and if the Over-Allotment Option is exercised only in part, the Founder Shares will represent a percentage of the Company’s issued and outstanding shares of common stock between approximately 26.6% and approximately 29.4%, in proportion to the extent of the partial exercise of the Over-Allotment Option.
1.5.2 Private Units. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, pursuant to the Private Units Purchase Agreement (as defined in Section 2.24.2 below), in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 600,000 units (“Private Units”) (whether or not the Over-Allotment Option is exercised) at a price of $10.00 per unit, for an aggregate purchase price of $6,000,000. Each Prive Unit consists of one Class A Share (the “Private Shares”) and one-half of one redeemable warrant (each such whole warrant being referred to as a “Private Warrant” and all such whole warrants together being referred to as the “Private Warrants”), with each Private Warrant entitling the holder to purchase one Class A Share for $11.50 per share, subject to adjustment as provided for in the Warrant Agreement. The terms of the Private Units, Private Shares and Private Warrants are otherwise as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement.
Section 1.6 Public and Private Securities. As used herein, the following terms have the meanings indicated: the Firm Units and the Option Units are referred to as the “Public Units,” the Firm Shares and the Class A Shares included in the Option Units are referred to as the “Public Shares,” the Firm Warrants and the whole warrants included in the Option Units are referred to as the “Public Warrants,” the Public Units, the Public Shares, the Public Warrants and the Class A Shares underlying the Public Warrants are referred to as the “Public Securities” and the Private Units, the Private Shares, the Private Warrants and the Class A Shares underlying the Private Warrants are referred to as the “Private Placement Securities.”
Section 1.7 Proceeds in Trust. The net proceeds of the Offering and a sufficient portion of the proceeds of the sale of the Private Units, shall be deposited into the Trust Account, such that the amount in trust equals $10.00 per Firm Unit sold in the Offering. If the Over-Allotment Option is exercised, all the proceeds of such exercise shall be deposited into the Trust Account, such that the amount in trust equals $10.00 per Public Share sold in the Offering. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.
Section 1.8 Working Capital. Upon consummation of the Offering, approximately $2,300,000 (whether or not the Over-Allotment Option is exercised) of the net proceeds from the sale of the Private Units shall be released to the Company and held outside the Trust Account to fund the working capital requirements of the Company.
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ArticleII
Representationsand Warranties of the Company.
The Company represents and warrants to the Underwriters as of the date hereof as follows:
Section 2.1 Filing of Registration Statement.
2.1.1 Pursuant to the Act. The Company has filed with the Commission a registration statement and any amendments thereto, on Form S-1 (File No. 333-289204), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement, for the registration of the Public Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act and the rules and regulations (the “Regulations”) of the Commission under the Act. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission and effective as of the date hereof (the “Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein by reference and all information deemed to be a part thereof as of such time pursuant to Rule 430A under the Act, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act, if any, registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter referred to as the “Registration Statement,” provided that any references herein to the Registration Statement at any given time shall mean such registration statement, as amended, on file with the Commission at such time, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein by reference and all information deemed to be a part thereof as of such time pursuant to Rule 430A under the Act; and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A under the Act filed with the Commission pursuant to Rule 424 under the Act), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale,” as used in the Act, means 5:00 p.m., New York time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated October 31, 2025, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Prospectus” and, together with the information included on Schedule B hereto, the “General Disclosure Package”). Other than the Form 8-A referred to below in Section 2.1.2, together with any correspondence letters between the Company or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission at 4:00 p.m., New York time, on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representatives determine that, at the Time of Sale, the General Disclosure Package included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the General Disclosure Package will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
2.1.2 Pursuant to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A, as amended (File Number 001-42988), providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Public Securities. The registration of the Public Securities under the Exchange Act has been declared effective by the Commission on or prior to the date hereof.
Section 2.2 No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any foreign or state regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of any Statutory Prospectus or the Prospectus or has instituted or, to the best of the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
Section 2.3 Disclosures in Registration Statement.
2.3.1 10b-5 Representation. At the Effective Date (or at the effective time of any post-effective amendment to the Registration Statement subsequent to the Effective Date) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory Prospectus and the Prospectus contained and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations and did and will, in all material respects, conform to the requirements of the Act and the Regulations. At the Effective Date and at the Time of Sale, the Registration Statement did not and on the Closing Date it will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the date of any filing pursuant to Rule 424 under the Act and on the Closing Date, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and at the Time of Sale, the General Disclosure Package does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representatives expressly for use in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the following (the “Underwriter Information”): the names of the Underwriters and the first five paragraphs in the section captioned “Underwriting—Stabilization and Other Transactions.”
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2.3.2 Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus and the General Disclosure Package conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required to be described in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, or to be filed with the Commission as exhibits to the Registration Statement that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected and that is referred to in the Registration Statement or attached as an exhibit thereto or that is material to the Company’s business has been duly and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in all material respects in accordance with its terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under foreign, federal or state securities laws and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company and neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a breach or default thereunder. Performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any term or provision of the Company’s amended and restated articles of incorporation (as the same may be amended from time to time, the “Charter Documents”) or, to the Company’s knowledge, any existing applicable law, rule, regulation, judgment order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.
2.3.3 Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf or for the benefit of any person or persons controlling, controlled by or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration Statement, the Prospectus and the General Disclosure Package.
2.3.4 Regulations. The disclosures in the Registration Statement, the Prospectus and the General Disclosure Package concerning the effects of foreign, federal, state and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
Section 2.4 Changes after Dates in Registration Statement.
2.4.1 No Material Adverse Change. Since the end of the period covered by the latest audited financial statements included in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, except as otherwise specifically stated therein: (i) no event that has occurred that could reasonably be expected to have a Material Adverse Effect (as defined below) on the condition, financial or otherwise, or business prospects of the Company; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s board of directors or management has resigned from any position with the Company; and (iv) no event or occurrence has taken place which materially impairs or with the passage of time would likely materially impair the ability of the members of the Company’s board of directors or management to act in their capacities with the Company as described in the Registration Statement, the Prospectus and the General Disclosure Package.
2.4.2 Recent Securities Transactions, etc. Since the end of the period covered by the latest audited financial statements included in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, and except as may otherwise be indicated or contemplated herein or therein, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money other than in the ordinary course of business; or (ii) declared or paid any dividend or made any other distribution on or in respect of its capital stock.
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Section 2.5 Independent Accountants. MaloneBailey, LLP (“MaloneBailey”), whose report is filed with the Commission as part of the Registration Statement and included in the Registration Statement, the Prospectus and the General Disclosure Package, is an independent registered public accounting firm as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s knowledge, MaloneBailey is duly registered and in good standing with the PCAOB. MaloneBailey has not, during the periods covered by the financial statements included in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
Section 2.6 Financial Statements; Statistical Data.
2.6.1 Financial Statements. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, fairly present in all material respects the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved, except as disclosed therein; and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be. The Registration Statement, the Prospectus and the General Disclosure Package disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, in accordance with Regulation S-X under the Act which have not been included as so required.
2.6.2 Statistical Data. The statistical, industry-related and market-related data included in the Registration Statement, the General Disclosure Package or the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate and such data agree with the sources from which they are derived.
Section 2.7 Authorized Capital; Options. etc. The Company had at the date or dates indicated in each of the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Prospectus and the General Disclosure Package, respectively. Based on the assumptions stated in the Registration Statement, the Prospectus and the General Disclosure Package, the Company will have on the Closing Date the adjusted share capitalization set forth therein. Except as set forth in or contemplated by, the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, on the Effective Date and on the Closing Date, there will be no options, warrants or other rights to purchase or otherwise acquire any authorized, but unissued Shares or any security convertible into Shares or any contracts or commitments to issue or sell Shares or any such options, warrants, rights or convertible securities.
Section 2.8 Valid Issuance of Securities, etc.
2.8.1 Outstanding Securities. All issued and outstanding securities of the Company issued prior to the Offering and the Private Placement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The outstanding securities of the Company issued prior to the Offering and the Private Placement conform to the descriptions thereof contained in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be. All offers, sales and any transfers of the outstanding securities of the Company issued prior to the transactions contemplated by this Agreement were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of the securities of the Company issued prior to the Offering and the Private Placement).
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2.8.2 Public Securities. The Public Securities have been duly authorized and reserved for issuance and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be.
2.8.3 Representative Shares. The Representative Shares have been duly authorized and reserved for issuance and, when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Representative Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Representative Shares has been duly and validly taken. The Representative Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be.
2.8.4 Private Placement Securities. The Private Placement Securities have been duly authorized and reserved for issuance and, when issued and paid for in accordance with the Private Units Purchase Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Placement Securities has been duly and validly taken. The Private Placement Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be.
2.8.5 No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be “integrated” pursuant to the Act or the Regulations with the issue, offer of sale of the Public Securities, the Representative Shares the Founder Shares or the Private Placement Securities.
Section 2.9 Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Prospectus and the General Disclosure Package, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.
Section 2.10 Validity and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.24.1 below), the Trust Agreement, the Private Units Purchase Agreement, the Founder Share Subscription Agreement (as defined in Section 2.24.3 below) the Services Agreement (as defined in Section 2.24.6 below), the Warrant Agreement, the Registration Rights Agreement (as defined in Section 2.24.5 below) and the Business Combination Marketing Agreement (as defined in Section 2.24.9 below) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal or state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
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Section 2.11 No Conflicts etc. The execution, delivery and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions therein contemplated and the compliance by the Company with the terms thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of or conflict with any of the terms and provisions of or constitute a default under or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Company’s Charter Documents**;** or (iii) violate any existing applicable statute, law, rule, regulation, judgment order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, business or assets, except in the case of clauses (i) and (iii) such breach, violation or conflict that would not reasonably be expected to have a Material Adverse Effect.
Section 2.12 No Defaults; Violations. No default exists in the due performance and observance of any term, covenant or condition of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Charter Documents or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.
Section 2.13 Corporate Power; Licenses; Consents.
2.13.1 Conduct of Business. The Company has all requisite corporate power and authority and has all necessary authorizations, approvals orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business for the purposes described in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be. The disclosures in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, concerning the effects of foreign, federal, state and local regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since its formation and except as described in the Registration Statement, the Company has conducted no business and has incurred no liabilities other than in connection with its formation and in furtherance of the Offering.
2.13.2 Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery of the Public Securities, the Representative Shares, the Founder Shares or the Private Placement Securities, and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, except with respect to applicable foreign, federal and state securities laws, the rules of the New York Stock Exchange (the “NYSE”) and the rules and regulations promulgated by FINRA.
Section 2.14 D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires completed immediately prior to the initial filing of the Registration Statement and provided to the Representatives (the “Questionnaires”) by each of the Company’s officers, directors, 5% beneficial owners and owners of unregistered securities acquired within the past 180 days (the “Respondents”), as such Questionnaires may have been updated from time to time and confirmed by each of the Respondents, as well as in the biographies of the Company’s executive officers and directors previously provided to the Representatives and included in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, is true and correct in all material respects and the Company has not become aware of any information which would cause the information so disclosed to become inaccurate and incorrect.
Section 2.15 Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against or involving the Company or, to the Company’s knowledge, any of the Respondents, which has not been disclosed in the Registration Statement, the Prospectus and the General Disclosure Package.
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Section 2.16 Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, assets, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
Section 2.17 No Consideration of a Business Combination. Prior to the date hereof, neither the Company nor any Respondent has, and as of the Closing Date, the Company and such Respondents will not have: (a) had any specific Business Combination under consideration; or (b) directly or indirectly, contacted any prospective target business which the Company may seek to acquire (each, a “Target Business”) or had any substantive discussions, directly or indirectly, with any Target Business.
Section 2.18 Transactions Affecting Disclosure to FINRA.
2.18.1 To the Company’s knowledge, all information contained in the questionnaires relating to FINRA’s review of the Offering (the “FINRA Questionnaires”) completed by each of the Company and the Respondents and provided to the Representatives, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the Respondents, is true and correct and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate or incorrect.
2.18.2 Except as described in the Registration Statement, the Prospectus and the General Disclosure Package, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Respondent with respect to the sale of the Public Securities or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Respondent that may affect the Underwriters’ compensation, as determined by FINRA.
2.18.3 Except as described herein or in the Registration Statement, the Prospectus and the General Disclosure Package, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any “participating member” as defined in FINRA Rule 5110(j)(15) (“Participating Member”)**;**or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the 180-day period prior to the initial filing date of the Registration Statement with the Commission.
2.18.4 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Respondent is a Participating Member or a person affiliated or associated with a Participating Member.
2.18.5 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Respondent is an owner of stock or other securities of any Participating Member (other than securities purchased in the open market).
2.18.6 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Respondent has made a subordinated loan to any Participating Member.
2.18.7 No proceeds from the sale of the Public Securities (excluding underwriting compensation) will be paid to any Participating Member or any persons associated or affiliated with a Participating Member, except as specifically authorized herein.
2.18.8 To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission has any relationship or affiliation or association with any Participating Member.
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2.18.9 Except with respect to the conflict of interest involving the Representatives (as defined by the FINRA Rules) described in the Registration Statement, to the Company’s knowledge, no Participating Member in the Offering has a conflict of interest (as defined by FINRA rules) with the Company.
2.18.10 Except with respect to the Representatives in connection with the Offering and as otherwise disclosed in the Registration Statement, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any “underwriting compensation” as defined in FINRA Rule 5110.01 from the Company to a Participating Member.
Section 2.19 Taxes.
2.19.1 There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision thereof or under the laws of any non-U.S. jurisdiction, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Public Securities.
2.19.2 The Company has filed all U.S. federal, state and local and non-U.S. tax returns that are required to be filed or has requested extensions thereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable.
Section 2.20 Foreign Corrupt Practices Act. Neither the Company nor any of the Respondents or any other person acting on behalf of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended and the rules and regulations thereunder (the “FCPA”) or otherwise subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding that might reasonably be expected to have a Material Adverse Effect. The foregoing includes, without limitation, giving or agreeing to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction). The Company’s internal accounting controls and procedures are sufficient in all material respects to cause the Company to comply with the FCPA.
Section 2.21 Currency and Foreign Transactions Reporting Act. The operations of the Company have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority, body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
Section 2.22 Bank Secrecy Act; Money Laundering; Patriot Act. Neither the Company nor, to the Company’s knowledge, any Respondent, has violated: (i) the Bank Secrecy Act, as amended, (ii) the Money Laundering Laws or (iii) the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 or the rules and regulations promulgated under any such law or any successor law.
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Section 2.23 Officers’ Certificates. Any certificate signed by any duly authorized officer of the Company and delivered to the Representatives or to its counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
Section 2.24 Agreements with Company Affiliates and Others.
2.24.1 Insider Letter. The Company, the Sponsor, the Company’s officers and directors, and members of its advisory board have entered into a letter agreement (the “Insider Letter”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which each of the Sponsor and the other parties thereto have agreed to certain matters, including but not limited to, the voting of any Founder Shares and private shares acquired by them in the Offering, the Private Placement or the secondary public market and the restricted transferability of Company securities.
2.24.2 Private Units Purchase Agreement. The Sponsor has executed and delivered a unit purchase agreement (the “Private Units Purchase Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Sponsor has agreed, among other things, to purchase the Private Units on the Closing Date. Pursuant to the Private Units Purchase Agreement, the Sponsor has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account as described in such Private Units Purchase Agreement.
2.24.3 Founder Share Subscription Agreement. The Sponsor has executed and delivered a subscription agreement (the “Founder Share Subscription Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Sponsor purchased the Founder Shares.
2.24.4 Non-Competition/Solicitation. To the Company’s knowledge, no Respondent is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect such Respondent’s ability to be and act in the capacity of a director or officer of the Company, as applicable.
2.24.5 Registration Rights Agreement. The Company, the Representatives (as holders of the Representative Shares), the holders of the Founder Shares and the holders of the Private Units have entered into a registration rights agreement (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration rights with respect to such securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.
2.24.6 Administrative Services. The Company has entered into an agreement with the Sponsor (the “Services Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Sponsor will make available to the Company, on the terms and subject to the conditions set forth therein, office space, administrative services and compensation for sponsor officer time made available to the Company, for $20,000 per month, payable until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Trust Account.
2.24.7 Investment Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the funds held in the Trust Account may be released under limited circumstances. The Trust Agreement shall not be amended, modified or otherwise changed in any way that modifies the rights or obligations of the Company without the prior written consent of the Representatives.
2.24.8 Warrant Agreement. The Company has entered into a warrant agreement with Odyssey with respect to, among other things, the Public Warrants and the Private Warrants (the “Warrant Agreement”), substantially in the form filed as an exhibit to the Registration Statement.
2.24.9 Business Combination Marketing Agreement. The Company has entered into a business combination marketing agreement with each of the Representatives (the “Business Combination Marketing Agreement”), substantially in the form filed as an exhibit to the Registration Statement.
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2.24.10 Loans. The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $350,000, as described in the Registration Statement (the “Insider Loans”). The Insider Loans will not bear any interest and will be repayable by the Company upon the consummation of the Offering.
Section 2.25 Investments. No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940 (“Investment Company Act”)) of the Company’s total assets (exclusive of cash items and “Government Securities,” as defined in Section 2(a)(16) of the Investment Company Act) consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than Government Securities.
Section 2.26 Investment Company Act. The Company is not required, and upon the issuance and sale of the Public Securities as contemplated herein and the application of the net proceeds therefrom as described in the Prospectus will not be required, to register as an “investment company” under the Investment Company Act.
Section 2.27 Subsidiaries. The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity.
Section 2.28 Related Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Respondent, on the one hand, and any customer or supplier of the Company or any Respondent, on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Prospectus and the General Disclosure Package and which is not so described. There are no outstanding loans, advances or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Prospectus and the General Disclosure Package. The Company has not extended or maintained credit, arranged for the extension of credit or renewed an extension of credit, in the form of a personal loan, to or for any director or officer of the Company.
Section 2.29 No Influence. The Company has not offered or caused the Representatives to offer Public Units to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.
Section 2.30 Sarbanes-Oxley. The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended (“SOX”), and the rules and regulations promulgated thereunder, and related or similar rules and regulations promulgated by any governmental or self-regulatory entity or agency, in each case which are applicable to it as of the date hereof.
Section 2.31 NYSE Eligibility. As of the Effective Date, each of the Public Units, the Public Shares and the Public Warrants have been approved for listing on the NYSE, subject to official notice of issuance and evidence of satisfactory distribution. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in compliance with, the rules of the NYSE.
Section 2.32 Board of Directors. As of the Effective Date, the board of directors of the Company will be comprised of the persons set forth as “Directors” or “Director nominees” under the heading of the Statutory Prospectus and the Prospectus captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply with SOX and the rules promulgated thereunder and the rules of the NYSE that are, in each case, applicable to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under SOX and the rules promulgated thereunder and the rules of the NYSE.
Section 2.33 Emerging Growth Status. From the date of the Company’s formation through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
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Section 2.34 Free Writing Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer free writing prospectus as defined in Rule 433 under the Act or that would otherwise constitute a “free writing prospectus” as defined in Rule 405. The Company (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representatives and individuals engaged by the Representatives. The Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule C hereto. As used herein, “Testing-the-Waters Communication” means any oral or written communication with potential investors within the meaning of Section 5(d) of the Act and “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405.
Section 2.35 Disclosure Controls and Procedures. The Company maintains effective “disclosure controls and procedures” (as defined under Rule 13a-15(e) under the Exchange Act) to the extent required by such rule.
Section 2.36 Definition of “Knowledge.” As used in herein, the term “knowledge of the Company” (or similar language) shall mean the knowledge of the Company’s executive officers and directors, with the assumption that such officers and directors shall have made reasonable and diligent inquiry of the matters presented.
ArticleIII
Covenantsof the Company.
The Company covenants and agrees as follows:
Section 3.1 Amendments to Registration Statement. The Company will deliver to the Representatives, prior to filing, any amendment or supplement to the Registration Statement or Prospectus proposed to be filed after the Effective Date and shall not file any such amendment or supplement to which the Representatives shall reasonably object in writing.
Section 3.2 Federal Securities Laws.
3.2.1 Compliance. During the time when a prospectus is required to be delivered under the Act, the Company will use all reasonable efforts to comply with all requirements imposed upon it by the Act, the Regulations, the Exchange Act and the regulations under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and with the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the General Disclosure Package or the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or if it is necessary during such period to amend the Registration Statement or amend or supplement the General Disclosure Package or Prospectus to comply with the Act, the Company will notify the Representatives promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment to the Registration Statement or amendment or supplement to the General Disclosure Package or Prospectus, as the case may be (at the expense of the Company), so as to correct such statement or omission or effect such compliance.
3.2.2 Filing of Final Prospectus. The Company will promptly file the Prospectus (in form and substance reasonably satisfactory to the Representatives) with the Commission pursuant to the requirements of Rule 424 under the Act.
3.2.3 Exchange Act Registration. For a period of five years from the Effective Date (except in connection with a going private transaction) or until such earlier time as the Trust Account is to be liquidated if a Business Combination has not been consummated as required by the Company’s Charter Documents (the “Termination Date”), the Company (i) will use commercially reasonable efforts to maintain the registration of each of the Public Units, the Public Shares and the Public Warrants under the Exchange Act and (ii) will not deregister any of the Public Units, the Public Shares or the Public Warrants under the Exchange Act without the prior written consent of the Representatives.
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3.2.4 Free Writing Prospectuses. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act.
3.2.5 Sarbanes-Oxley Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance with each applicable provision of SOX and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.
Section 3.3 Emerging Growth Company Status. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the earlier of five years after the consummation of the Company’s initial Business Combination or the liquidation of the Trust Account if a Business Combination is not consummated by the Termination Date.
Section 3.4 Delivery of Materials to Underwriters. The Company will deliver to the each of the Underwriters, without charge and from time to time during the period when a prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Statutory Prospectus, the Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably request.
Section 3.5 Effectiveness and Events Requiring Notice to the Representatives. The Company will use its best efforts to cause the Registration Statement to remain effective and will notify the Representatives immediately, and confirm the notice in writing, of: (i) the effectiveness of the Registration Statement and any amendment thereto; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation or the threatening of any proceeding for that purpose; (iii) the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation or the threatening of any proceeding for that purpose; (iv) the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) the receipt of any comments or requests for any additional information from the Commission; and (vi) the happening of any event during the period described in this Section 3.5 that, in the judgment of the Company or its counsel, makes any statement of a material fact made in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, untrue or that requires the making of any changes in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be, in order to make the statements therein (and with respect to the Prospectus and the General Disclosure Package in the light of the circumstances under which they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
Section 3.6 Review of Financial Statements. Until the earlier of five years from the Effective Date or until the liquidation of the Trust Account if a Business Combination is not consummated by the Termination Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement of quarterly financial information and the filing of the Company’s Form 10-Q quarterly report.
Section 3.7 Affiliated Transactions.
3.7.1 Business Combinations. The Company will not consummate a Business Combination with an entity that is affiliated with any Respondent unless, in each case: (i) the Company obtains an opinion from an independent investment banking firm or another independent firm that commonly renders fairness opinions on the type of target business the Company is seeking to acquire that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
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3.7.2 Compensation. Except as disclosed in the Registration Statement, the Prospectus and the General Disclosure Package and as provided for otherwise herein and in the Insider Letter, the Company shall not pay any Respondent or any of their affiliates any fees or compensation for services rendered to the Company prior to or in connection with either this Offering or the Business Combination.
Section 3.8 [Reserved.]
Section 3.9 Investor Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain an investor relations firm with the expertise necessary to assist the Company both before and after the consummation of the Business Combination.
Section 3.10 Reports to the Representatives.
3.10.1 Periodic Reports, etc. For a period of five years from the Effective Date or until the Termination Date or such earlier time upon which the Company is required to be liquidated, the Company will furnish to the Representatives and its counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities and shall promptly furnish to the Representatives: (i) a copy of each periodic report the Company is required to file with the Commission; (ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Current Report on Form 8-K and any Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five copies of each registration statement filed by the Company with the Commission under the Act; and (v) such additional documents and information with respect to the Company and the affairs of any future affiliates of the Company as the Representatives may from time to time reasonably request; provided that the Representatives shall sign, if requested by the Company, a Regulation FD-compliant confidentiality agreement which is reasonably acceptable to the Representatives and its counsel in connection with the Representatives’ receipt of such information. Documents filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) shall be deemed to have been delivered to the Representatives pursuant to this Section 3.10.1.
3.10.2 Transfer Agent and Warrant Agent. For a period of five years following the Effective Date or until the Termination Date or such earlier time upon which the Company is required to be liquidated, the Company shall retain a transfer agent and warrant agent reasonably acceptable to the Representatives. Odyssey is acceptable to the Representatives.
Section 3.11 Payment of Expenses. The Company agrees to pay on the Closing Date, and each Option Closing Date, as applicable, to the extent not paid on the Closing Date, or such later date as may be agreed to by the Representatives in their sole discretion, the Company will bear all its fees, disbursements and expenses in connection with the Offering, including, without limitation, the items referred to below, and will bear the reasonable and documented fees, disbursements and expenses of the Underwriters in connection with the Offering that are specified below: the costs of preparing, printing, mailing and delivering the Registration Statement, the preliminary and final prospectuses, all pre-effective and post-effective amendments and supplements thereto, the Underwriting Agreement and related documents (all in such quantities as the Underwriters may reasonably require); preparing and printing unit certificates, stock certificates and warrant certificates; the costs of all “due diligence”, testing-the-waters and roadshow meetings; filing fees, including SEC and stock exchange filing fees; costs and expenses (including third party expenses and disbursements) incurred in registering the Offering with FINRA, including the fees and expenses of the Underwriters’ counsel incurred in connection with FINRA filing and clearance (subject to a maximum amount of $15,000); transfer taxes; transfer and warrant agent and registrar fees; Company legal counsel expenses and fees; additional reasonable and documented expenses and fees of the Underwriters’ legal counsel (subject to a maximum amount of $150,000); and all other accountable and reasonable out-of-pocket expenses incurred by the Company or the Underwriters in connection with the Offering, including, without limitation, the costs of the Underwriters’ due diligence and background check process, provided that the maximum aggregate accountable and out-of-pocket expense allowance to be paid to the Underwriters shall be subject to a maximum amount of $300,000 in the event there is a Closing and in the event there is no Closing the amounts due to the Underwriters in respect of the foregoing shall be subject to a maximum amount of $50,000.
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Section 3.12 Application of Net Proceeds. The Company will apply the net proceeds from this Offering received by it in a manner substantially consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
Section 3.13 Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable, but not later than the first day of the sixteenth full calendar month following the Effective Date, an earnings statement which need not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act covering a period of at least twelve consecutive months beginning after the Effective Date.
Section 3.14 Notice to FINRA.
3.14.1 Assistance with Business Combination. For a period of sixty (60) days following the date hereof, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a Business Combination candidate or to provide any similar Business Combination-related services, the Company will provide the following information (the “Business Combination Information”) to the Representatives: (i) complete details of all services and copies of agreements governing such services (which details or agreements may be appropriately redacted to account for privilege or confidentiality concerns); and (ii) justification as to why the person or entity providing the Business Combination-related services should not be considered an “underwriter and related person” with respect to the Company’s initial public offering, as such term is defined in FINRA Rule 5110. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination. Upon the Company’s delivery of the Business Combination Information to the Representatives, the Company hereby expressly authorizes the Representatives to provide such information directly to FINRA, if required, as a result of representations the Representatives have made to FINRA in connection with the Offering.
3.14.2 Broker-Dealer. In the event the Company intends to register as a broker-dealer, merge with or acquire a registered broker-dealer or otherwise become a member of FINRA, it shall promptly notify the Representatives.
Section 3.15 Stabilization. Neither the Company, nor, to its knowledge, any of its employees, officers, directors or stockholders has taken or will take, directly or indirectly, (without the consent of the Representatives) any action designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Public Securities.
Section 3.16 Internal Controls. From and after the Closing Date, the Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
Section 3.17 Accountants. For a period of five years from the Effective Date or until the Termination Date or such earlier time upon which the Trust Account is required to be liquidated, the Company shall retain MaloneBailey or other independent public accountants reasonably acceptable to the Representatives.
Section 3.18 Form 8-Ks. The Company has retained MaloneBailey to audit the balance sheet of the Company as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering and the Private Placement. Within four (4) Business Days of the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Balance Sheet. If the Over-Allotment Option has not been exercised on the Effective Date (and is exercised subsequent to the Effective Date), the Company will also file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information of the Company to reflect the exercise and consummation of the Over-Allotment Option exercise.
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Section 3.19 FINRA. Until the final Option Closing Date, if any, the Company shall advise the Representatives if it is aware that any 10% or greater stockholder of the Company becomes an affiliate or associated person of a Participating Member.
Section 3.20 Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction of counsel for the Underwriters.
Section 3.21 Investment Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as set forth in the Trust Agreement as in effect on the date hereof and disclosed in the Prospectus. The Company will otherwise conduct its business in such a manner that it will not be required to register as an “investment company” under the Investment Company Act.
Section 3.22 Press Releases. The Company agrees that it will not issue press releases or engage in any other publicity without the Representatives’ prior written consent (not to be unreasonably withheld) for a period of twenty-five (25) days after the Closing Date; provided that in no event shall the Company be prohibited from issuing any press release or engaging in any other publicity required by law.
Section 3.23 Insurance. The Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company, its directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable state or foreign securities laws).
Section 3.24 Electronic Prospectus. The Company shall cause to be prepared and delivered to the Representatives, at the Company’s expense, promptly, but in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Representatives in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus and any amendment or supplement thereto that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representatives, that may be transmitted electronically by the other Underwriters to offerees and purchasers of the Public Securities for at least the period during which a Prospectus relating to the Public Securities is required to be delivered under the Act; (ii) it shall disclose the same information as any paper prospectus and the Prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow recipients thereof to store and have continuously ready access to it at any future time, without charge to such recipients (other than any fee charged for subscription to the internet as a whole and for online time).
Section 3.25 Future Financings. The Company agrees that neither it nor any successor or subsidiary of the Company will consummate any public or private equity or debt financing prior to or in connection with the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any rights in or claims against the Trust Account.
Section 3.26 Amendment to Agreements. The Company shall not amend, modify or otherwise change the Warrant Agreement, the Trust Agreement, the Registration Rights Agreement, the Private Units Purchase Agreement, the Services Agreement or the Insider Letter without the prior written consent of the Representatives, which will not be unreasonably withheld or delayed.
Section 3.27 NYSE Maintenance. Until the consummation of a Business Combination, the Company will use its commercially reasonable efforts to maintain the listing of the Public Securities, on the NYSE or any other national stock exchange.
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Section 3.28 Private Placement Proceeds. On the Closing Date, the Company shall cause to be deposited from the proceeds of the Private Placement into the Trust Account a sufficient amount such that the amount of the funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.
Section 3.29 Reservation of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued Class A Shares which are issuable pursuant to the Public Warrants, Private Warrants and any working capital warrants outstanding from time to time.
Section 3.30 Testing-the-Waters Communications. If at any time following the distribution of any written Testing-the-Waters Communication, there occurred or occurs an event or development as a result of which such written Testing-the-Waters Communication included or would include any untrue statement of a material fact or omitted or would omit to state any material fact necessary to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company shall promptly (i) notify the Representatives so that use of the written Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement, at its own expense, such written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and (iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested.
Section 3.31 Distributions from Trust Account. The Company agrees that the Trust Agreement shall provide that Odyssey is required to obtain a written instruction signed by each of the Company and the Representatives with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representatives.
Section 3.32 Company Lock-up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representatives, it will not, for a period of 180 days after the closing of the initial Business Combination, (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any units, warrants, shares of capital stock of the Company or any other securities convertible into, or exercisable or exchangeable for, units, shares of common stock, Founder Shares or warrants, subject to certain exceptions; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, other than the Registration Statement; (iii) provide a forward purchase arrangement or similar type of equity line financing in connection with a Business Combination; (iv) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank; or (v) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clauses (i), (ii), (iii), (iv) or (v) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.
ArticleIV
ConditionsTO Underwriters’ Obligations.
The obligations of the several Underwriters to purchase and pay for the Public Securities, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of the Closing Date and each Option Closing Date, if any, the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, the performance by the Company of its obligations hereunder and the following conditions:
Section 4.1 Regulatory Matters.
4.1.1 Effectiveness of Registration Statement. The Effective Date shall be not later than 5:00 p.m., New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representatives and, at the Closing Date and at each Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the Company’s knowledge, threatened by the Commission and any request on the part of the Commission for additional information shall have been complied with.
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4.1.2 FINRA Clearance. By the Effective Date, the Representatives shall have received a letter of no objections from FINRA as to the terms and arrangements and amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3 No Commission Stop Order. At the Closing Date and at each Option Closing Date, if any, the Commission shall not have issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and shall not have instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
4.1.4 NYSE Listing. Each of the Public Units, the Public Shares and the Public Warrants shall have been approved for listing on the NYSE, subject to official notice of issuance and evidence of satisfactory distribution.
Section 4.2 Counsel Matters.
4.2.1 Opinions of Counsel. On the Closing Date and each Option Closing Date, if any, the Representatives shall have received the favorable opinion and negative assurance statement of Paul Hastings LLP, counsel for the Company, addressed to the Representatives as Representatives of the several Underwriters and in form and substance mutually agreed to by the Company and the Representatives. On the Closing Date and each Option Closing Date, if any, the Representatives shall have received the favorable opinion of Holland & Knight LLP, special Florida counsel for the Company, addressed to the Representatives as Representatives of the several Underwriters and in form and substance mutually agreed to by the Company and the Representatives. On the Closing Date and each Option Closing Date, if any, the Representatives shall have received the favorable opinion and negative assurance statement of Ellenoff Grossman & Schole LLP, counsel for the Underwriters, addressed to the Representatives as Representatives of the several Underwriters and in form and substance agreed to by the Representatives.
4.2.2 Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representatives) of other counsel reasonably acceptable to the Representatives, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the counsel for the Underwriters. Each of the opinions of counsel for the Company and any opinion relied upon by such counsel shall include a statement to the effect that it may be relied upon by counsel for the Underwriters in their opinion delivered to the Underwriters.
4.2.3 [Reserved.]
Section 4.3 Comfort Letter. At the time this Agreement is executed and at the Closing Date and each Option Closing Date, if any, the Representatives shall have received a letter, addressed to the Representatives as the Representatives of the several Underwriters and in form and substance satisfactory (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representatives, from MaloneBailey dated, respectively, as of the date of this Agreement and as of the Closing Date and each Option Closing Date, if any:
4.3.1 Confirming that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations and that they have not, during the periods covered by the financial statements included in the Registration Statement and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act;
4.3.2 Stating that in their opinion the financial statements of the Company included in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
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4.3.3 Stating that, on the basis of a limited review which included a reading of the latest available unaudited interim financial statements of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the stockholders and board of directors and the various committees of the board of directors, consultations with officers and other employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention which would lead them to believe that: (a) the unaudited financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent with that of the audited financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus; or (b) at a date immediately prior to the Effective Date, the Closing Date and each Option Closing Date, if any, as the case may be, there was any change in the capital stock or long-term debt of the Company or any decrease in the stockholders’ equity of the Company as compared with amounts shown in the most recent audited balance sheet included in the Registration Statement, the Statutory Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus or, if there was any decrease, setting forth the amount of such decrease and (c) during the period from the date of the most recent audited balance sheet to a specified date immediately prior to the Effective Date, Closing Date or Option Closing Date, as applicable, there were any changes in revenues, net earnings (losses) or net earnings (losses) per share, in each case as compared with the most recent audited income statement included in the Registration Statement or, if there was any such change, setting forth the amount of such change;
4.3.4 Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings and other financial information pertaining to the Company set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, in each case to the extent that such amounts, numbers, percentages and other information may be derived from the general accounting records, including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement; and
4.3.5 Making statements as to such other matters incident to the transaction contemplated hereby as the Representatives may reasonably request.
Section 4.4 Officers’ Certificates.
4.4.1 Officers’ Certificate. As of the Closing Date and each Option Closing Date, if any, the Representatives shall have received a certificate of the Company signed by the Chairman of the Board of Directors, Chief Executive Officer or Chief Financial Officer (in their capacities as such), to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date or such Option Closing Date, as applicable, and that the conditions set forth in this Article 4 have been satisfied as of such date and that, as of Closing Date or such Option Closing Date, as applicable, the representations and warranties of the Company set forth in Article 2 hereof are true and correct. In addition, the Representatives will have received such other and further certificates of officers of the Company as the Representatives may reasonably request.
4.4.2 Secretary’s Certificate. As of the Closing Date and each Option Closing Date, if any, the Representatives shall have received a certificate of the Company signed by the Secretary, Chief Executive Officer or Chief Financial Officer of the Company, certifying: (i) that the Charter Documents are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions relating to the Offering are in full force and effect and have not been modified; (iii) that all correspondence between the Company or its counsel and the Commission have been provided to the Representatives; (iv) that all correspondence between the Company or its counsel and the NYSE have been provided to the Representatives; and (v) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
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Section 4.5 No Material Changes. Prior to the Closing Date and each Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the business, prospects, financial condition or results of operations of the Company from the latest dates as of which such business, prospects, financial condition or results of operations are described in the Registration Statement, the Prospectus and the General Disclosure Package, as the case may be; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court or foreign, federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may have a Material Adverse Effect, except as set forth in the Registration Statement, the Prospectus and the General Disclosure Package; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Prospectus and the General Disclosure Package and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations and none of the Registration Statement, the Prospectus and the General Disclosure Package or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus and the General Disclosure Package, in the light of the circumstances under which they were made), not misleading.
Section 4.6 Delivery of Agreements and Securities. On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Transaction Documents.
Section 4.7 Private Units. On the Closing Date, the Private Units shall have been purchased as provided for in the Private Units Purchase Agreement and the requisite portion of the purchase price for such securities specified in this Agreement shall be deposited into the Trust Account.
ArticleV
Indemnificationand Contribution.
Section 5.1 Indemnification.
5.1.1 Indemnification of the Underwriters. The Company agrees to indemnify, defend and hold harmless each Underwriter and their respective partners, directors, officers, employees, members and agents, any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and any affiliate (within the meaning of Rule 405 under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by the Representatives) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or arises out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in and in conformity with the Underwriter Information or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was required to be stated in the Registration Statement or was necessary to make the Underwriter Information not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Written Testing-the-Waters Communication, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in any information provided to investors by or with the approval of the Company, including, without limitation, any investor presentations or in any Blue Sky application or other information or other documents executed by the Company and filed in any state or other jurisdiction or with the NYSE to qualify any or all of the Public Securities under the securities laws or rules thereof, or arises out of, relates to or is based on any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in and in conformity with the Underwriter Information or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact was not contained in the Underwriter Information and which material fact was necessary in order to make the statements in the Underwriter Information, in the light of the circumstances under which they were made, not misleading.
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5.1.2 Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify, defend and hold harmless the Company, its directors and officers, any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and the successors and assigns of all of the foregoing persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation) whatsoever, as incurred, which, jointly or severally, the Company or any such person may incur insofar as such loss, damage, expense, liability or claim primarily and directly arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material fact contained in and in conformity with the Underwriter Information concerning such Underwriter furnished in writing by such Underwriter to the Representatives for delivery to the Company expressly for use in the Registration Statement (or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement (or any amendment thereto) in connection with such Underwriter Information, which material fact was not contained in such Underwriter Information and which material fact was required to be stated in the Registration Statement (or any amendment thereto) or was necessary to make such information not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in and in conformity with Underwriter Information concerning such Underwriter furnished in writing by such Underwriter to the Representatives for delivery to the Company expressly for use in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in connection with such Underwriter Information, which material fact was not contained in such Underwriter Information and which material fact was necessary in order to make the statements in such Underwriter Information, in the light of the circumstances under which they were made, not misleading.
5.1.3 Procedure. If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party”) in respect of which indemnity may be sought against any party required to provide indemnification under this Agreement (as applicable, the “indemnifying party”) such indemnified party shall promptly notify such indemnifying party in writing of the institution of such Proceeding; provided, however, that the omission or failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which such indemnifying party may have to any indemnified party hereunder to the extent such indemnifying party is not materially prejudiced as a result thereof and in any event shall not relieve such indemnifying party from any liability which it may have otherwise than under this Article 5. In the case of parties indemnified pursuant to Section 5.1.1, counsel to the indemnified parties shall be selected by the Representatives and, in the case of parties indemnified pursuant to Section 5.1.2, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall any indemnifying party be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding or Proceedings. The indemnifying party shall not be liable for any settlement of any Proceeding effected without its written consent but, if settled with its written consent, such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any and all loss, damage, expense, liability or claim by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such indemnified party. The Company agrees promptly to notify the Underwriters of the commencement of any Proceeding against it or any of the Company’s directors or officers, in connection with the sale and delivery of the Public Securities or with the Registration Statement, any Preliminary Prospectus or the Prospectus.
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Section 5.2 Contribution. If the indemnification provided for in Section 5.1 is unavailable to an indemnified party under the applicable subsections above or insufficient to hold an indemnified party harmless in respect of any and all losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Public Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the total proceeds from the offering of the Public Securities (net of underwriting discounts received by the Underwriters but before deducting expenses) received by the Company and the underwriting discounts received by the Underwriters bear to the aggregate initial public offering price of the Public Securities. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. For purposes of this Section 5.2, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and each of the Underwriter’s partners, directors, officers, employees, members, agents and affiliates shall have the same rights to contribution as such Underwriter; and each director of the Company, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company. Each of the Company and the Underwriters agrees that it would not be just and equitable if contribution pursuant to this Section 5.2 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 5.2. Notwithstanding the provisions of this Section 5.2, no Underwriter shall be required to contribute any amount in excess of the total underwriting discounts received by such Underwriter in connection with the Public Securities underwritten by it for sale to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 5.2 are several in proportion to their respective underwriting commitments and not joint.
ArticleVI
Defaultby an Underwriter.
Section 6.1 Default Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
Section 6.2 Default Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units, the Representatives may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Units the Representatives does not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives to purchase said Firm Units on such terms. In the event that neither the Representatives nor the Company arrange for the purchase of the Firm Units to which a default relates as provided in this Article 6, this Agreement may be terminated by the Representatives or the Company without liability on the part of the Company (except as provided in Section 3.11, Article 5 and Section 9.3 hereof) or the several Underwriters (except as provided in Article 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
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Section 6.3 Postponement of Closing Date. In the event that Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement and the Prospectus, as the case may be or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement and the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Article 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.
ArticleVII
AdditionalCovenants.
Section 7.1 Additional Shares or Options. Except as described in the Registration Statement, the Company hereby agrees that until the Company consummates a Business Combination, it shall not issue any Class A Shares or any options or other securities convertible into the Class A Shares or any preferred stock which participates in any manner in the Trust Account or which vote on a Business Combination or any amendment to the Company’s amended and restated memorandum and articles of incorporation that would affect the rights granted to Public Stockholders.
Section 7.2 Trust Account Waiver Acknowledgments. The Company hereby agrees that, prior to commencing its due diligence investigation of any Target Business or obtaining the services of any vendor, it will use its best efforts to have such Target Business or vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding, agreement in principle or other similar document (and subsequently acknowledge the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $300,000,000 for the benefit of the Public Stockholders and that the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the Company’s Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated memorandum and articles of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with the Business Combination or to redeem 100% of the Public Shares if the Company has not consummated the Business Combination within the time period designated in its amended and restated memorandum and articles of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity; and (3) the redemption of all of the Public Shares if the Company is unable to complete the Business Combination within the time period designated in its amended and restated memorandum and articles of incorporation, subject to applicable law and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of possibly consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of or arising out of any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall be substantially in the form attached hereto as Exhibits A and B, respectively.
Section 7.3 Insider Letter. The Company shall not take any action or omit to take any action which would cause a breach of the Insider Letter and will not allow any amendments to or waivers of, such Insider Letter without the prior written consent of the Representatives.
Section 7.4 Tender Offer. Proxy and Other Information. The Company shall provide the Representatives or their counsel (if so instructed by the Representatives) with copies of all tender offer documents or proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representatives pursuant to this Section 7.4.
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Section 7.5 Rule 419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.
Section 7.6 Target Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account (excluding interest earned on the Trust Account and released to the Company to pay taxes) at the time of signing the definitive agreement for the Business Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the Target Business meets such fair market value requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of target business the Company is seeking to acquire, with respect to the fair market value of the Target Business. The Company is not required to obtain such an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.
ArticleVIII
Representationsand Agreements to Survive Delivery.
Section 8.1 Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements at the Closing Date and each Option Closing Date, as applicable, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Article 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company or any controlling person and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the Closing Date, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. Notwithstanding any other provision herein, Section 1.4 herein shall remain operative and in full force and effect and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the several Underwriters until the later of the expiration of the FINRA Lock-up or the Business Combination Lock-up.
ArticleIX
EffectiveDate of This Agreement and Termination Thereof.
Section 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
Section 9.2 Termination. The Representatives shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any domestic or international event or act or occurrence has materially disrupted or, in the Representatives’ sole opinion, will in the immediate future materially disrupt, securities markets in the United States generally; or (ii) if trading on the NYSE, the NYSE American LLC, the Nasdaq Stock Market or the OTC Bulletin Board (or successor trading market) shall have been suspended or minimum or maximum prices for trading shall have been fixed or maximum ranges for prices for securities shall have been fixed or maximum ranges for prices for securities shall have been required on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction or (iii) if the United States shall have become involved in a war or an increase in existing major hostilities or (iv) if a banking moratorium has been declared by a New York State or federal authority or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Public Securities, (vii) if any of the Company’s representations, warranties or covenants hereunder are materially breached or (viii) if the Representatives shall have become aware after the date hereof of a Material Adverse Effect or such adverse material change in general market conditions, including, without limitation, as a result of terrorist activities after the date hereof, as in the Representatives’ sole judgment would make it impracticable to proceed with the offering, sale or delivery of the Public Securities or to enforce contracts made by the Representatives for the sale of the Public Securities.
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Section 9.3 Expenses. In the event that the Offering is not consummated for any reason whatsoever within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket expenses related to the transactions contemplated herein shall be governed by Section 3.11 hereof.
Section 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement and whether or not this Agreement is otherwise carried out, the provisions of Article 5 shall not be in any way effected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
ArticleX
Miscellaneous.
Section 10.1 Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed by certified mail (with return receipt), delivered by hand or reputable overnight courier, delivered by facsimile transmission (with printed confirmation of receipt) and confirmed or by electronic transmission via PDF and shall be deemed given when so mailed, delivered, faxed or transmitted (or if mailed, five days after such mailing):
If to the Representatives, to:
Dominari Securities LLC
725 Fifth Avenue
23^rd^ Floor
New York, NY 10022
Attn: Syndicate Department
Email: investmentbanking@dominarisecurities.com
D. Boral Capital LLC
590 Madison Avenue
39^th^Floor
New York, NY 10022
Attn: Syndicate Department
Email: dbccapitalmarkets@dboralcapital.com
With a copy (which shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Attn: Stuart Neuhauser, Esq.
Email: sneuhauser@egsllp.com
If to the Company, to:
New America Acquisition I Corp.
590 Madison Avenue
39th Floor
New York, NY 10022
Attn: Kevin J. McGurn, Chief Executive Officer
Email: kevin@newamericaacquisition.com
With a copy (which shall not constitute notice) to:
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
Attn: Gil Savir, Esq.
Email: gilsavir@paulhastings.com
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Section 10.2 Headings. The headings contained herein are for the sole purpose of convenience of reference and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
Section 10.3 Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
Section 10.4 Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings of the parties oral and written, with respect to the subject matter hereof.
Section 10.5 Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Underwriters and the Company and the controlling persons, partners, directors, officers, employees, members, agents and affiliates referred to in Article 5 hereof and their respective successors, legal representatives and assigns and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained.
Section 10.6 Governing Law, Venue, etc. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Company and the Representatives hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York, New York County under the accelerated adjudication procedures of the Commercial Division or in the United States District Court for the Southern District of New York, as applicable and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company and the Representatives hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon any of the Company or the Representatives, respectively, may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representatives, respectively, in any action, proceeding or claim. Each of the Company and the Representatives agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding or incurred in connection with the preparation therefor.
Section 10.7 Execution in Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement or the other Transaction Documents shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, Docusign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
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Section 10.8 Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
Section 10.9 No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Public Securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, that any obligations of the Underwriters are owed solely to the Company and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, stockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Public Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Public Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
[SignaturesFollow]
| 29 |
| --- |
If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please sign in the space provided below for that purpose, whereupon this instrument shall constitute a binding agreement between us.
| Very<br> truly yours, | |
|---|---|
| NEW AMERICA ACQUISITION I CORP. | |
| By: | /s/<br> Kevin J. McGurn |
| Name: | Kevin<br> J. McGurn |
| Title: | Chief<br> Executive Officer |
| Agreed to and accepted as of the date first written above: | |
| --- | --- |
| DOMINARI SECURITIES LLC | |
| By: | /s/<br> Eric Newman |
| Name: | Eric<br> Newman |
| Title: | EVP<br> / Global Head of Investment Banking |
| D. BORAL CAPITAL LLC | |
| By: | /s/<br> Gaurav Verma |
| Name: | Gaurav<br> Verma |
| Title: | Co-Head<br> of Investment Banking |
ScheduleA
NEW AMERICA ACQUISITION I CORP.
30,000,000Firm Units
| Number of<br> <br>Firm Units to<br> <br>be Purchased | ||
|---|---|---|
| Dominari Securities LLC | 6,217,617 | |
| D. Boral Capital LLC | 3,056,995 | |
| Muriel Siebert & Co., LLC | 10,362,694 | |
| Bancroft Capital, LLC | 10,362,694 | |
| TOTAL | 30,000,000 |
ScheduleB
Pricing Disclosure Package
| Number<br> of Firm Units: | 30,000,000 | |
|---|---|---|
| Number<br> of Option Units: | 4,500,000 | |
| Public<br> Offering Price per Firm Unit: | $ | 10.00 |
| Public<br> Offering Price per Option Unit: | $ | 10.00 |
| Underwriting<br> Discount per Firm Unit: | $ | 0.10 |
| Underwriting<br> Discount per Option Unit: | $ | 0.00 |
| Proceeds<br> to Company per Firm Unit (after underwriting discount but before expenses): | $ | 9.90 |
| Proceeds<br> to Company per Option Unit (after underwriting discount but before expenses): | $ | 10.00 |
ScheduleC
None.
ExhibitA
Formof Target Business Letter
New America Acquisition I Corp.
590 Madison Avenue, 39th Floor
New York, NY 10022
Ladies and Gentlemen:
Reference is made to the Final Prospectus of New America Acquisition I Corp. (the “Company”), dated December 3, 2025 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $300,000,000, for the benefit of the Public Stockholders and that the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the Company’s Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated memorandum and articles of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with the Business Combination or to redeem 100% of the Public Shares if the Company has not consummated the Business Combination within the time period designated in its amended and restated memorandum and articles of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity; and (3) the redemption of all of the Public Shares if the Company is unable to complete the Business Combination within the time period designated in its amended and restated memorandum and articles of incorporation, subject to applicable law.
For and in consideration of the Company agreeing to evaluate the undersigned for purposes of possibly consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
| Print<br> Name of Target Business |
|---|
| Authorized<br> Signature of Target Business |
ExhibitB
Formof Vendor Letter
New America Acquisition I Corp.
590 Madison Avenue, 39th Floor
New York, NY 10022
Ladies and Gentlemen:
Reference is made to the Final Prospectus of New America Acquisition I Corp. (the “Company”), dated December 3, 2025 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $300,000,000, for the benefit of the Public Stockholders and that the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the Company’s Business Combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated memorandum and articles of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with the Business Combination or to redeem 100% of the Public Shares if the Company has not consummated the Business Combination within the time period designated in its amended and restated memorandum and articles of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity; and (3) the redemption of all of the Public Shares if the Company is unable to complete the Business Combination within the time period designated in its amended and restated memorandum and articles of incorporation, subject to applicable law.
For and in consideration of the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever.
| Print<br> Name of Vendor |
|---|
| Authorized<br> Signature of Vendor |
Exhibit 3.1
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
NEW AMERICA ACQUISITION I CORP.
December 4, 2025
New America Acquisition I Corp., a corporation organized and existing under the laws of the State of Florida (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
The name of the Corporation is “New America Acquisition I Corp.”. The original articles of incorporation of the Corporation were filed with the Florida Department of State on May 28, 2025 (the “Original Articles”).
These Second Amended and Restated Articles of Incorporation (these “Amended and Restated Articles”), which both restates and amends the provisions of the Original Articles, were duly adopted in accordance with Sections 607.0120, 607.0202, 607.1005, 607.1006, and 607.1007 of the Florida Business Corporation Act, as amended from time to time (the “FBCA”).
These Amended and Restated Articles shall become effective on the date of filing with the Florida Department of State.
The text of the Original Articles is hereby restated and amended in its entirety to read as follows:
Article I
NAME
The name of the corporation is New America Acquisition I Corp. (the “Corporation”).
Article II
PURPOSE
The purpose of the Corporation is to engage in any and all lawful business or activity for which corporations may be organized under the FBCA. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business Combination”).
Article III
REGISTERED AGENT
The address of the Corporation’s registered office in the State of Florida is 1200 South Pine Island Road, Suite 250, Plantation, FL 33324. The name of its registered agent at such address is CT Corporation System.
Article IV
CAPITALIZATION
Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 560,000,000 shares, consisting of (a) 550,000,000 shares of common stock (the “Common Stock”), including (i) 500,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 50,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 10,000,000 shares of preferred stock (the “PreferredStock”).
Section 4.2 Preferred Stock. Subject to Article IX of these Amended and Restated Articles, the Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the FBCA, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.
Section 4.3 Common Stock.
(a) Voting.
(i) Except as otherwise required by law or these Amended and Restated Articles (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.
(ii) Except as otherwise required by law or these Amended and Restated Articles (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the shareholders of the Corporation on which the holders of the Common Stock are entitled to vote.
(iii) Prior to the closing of an initial Business Combination, the holders of Class B Common Stock shall have the exclusive right to elect, remove and replace any director, and the holders of Class A Common Stock shall have no right to vote on the election, removal or replacement of any director. This Section 4.3(a)(iii) may only be amended by a resolution passed by holders of at least 90% of the shares of outstanding Class B Common Stock. Following an initial Business Combination, except as otherwise required by law or these Amended and Restated Articles (including any Preferred Stock Designation), at any annual or special meeting of the shareholders of the Corporation, holders of the Class A Common Stock and holders of the Class B Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the shareholders. Notwithstanding the foregoing, except as otherwise required by law or these Amended and Restated Articles (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to these Amended and Restated Articles (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled exclusively, either separately or together with the holders of one or more other such series, to vote thereon pursuant to these Amended and Restated Articles (including any Preferred Stock Designation) or the FBCA.
(b) Class B Common Stock.
(i) Shares of Class B Common Stock shall be converted into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) (A) automatically and concurrently with or immediately following the closing of an initial Business Combination and (B) at any time and from time to time prior to the closing of an initial Business Combination at the option of the holder thereof.
(ii) Notwithstanding the Initial Conversion Ratio, in the case that additional shares of Class A Common Stock, or Equity-linked Securities (as defined below), are issued or deemed issued in excess of the amounts sold in the Corporation’s initial public offering of securities (the “Offering”) and related to the closing of the Corporation’s initial Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of an initial Business Combination at a ratio for which:
| (a) | the numerator shall be equal to the sum of (A) approximately 26.6% of all shares of Common<br>Stock issued or issuable (upon the conversion or exercise of any Equity-linked Securities or otherwise) by the Corporation, whether or<br>not related to or in connection with the consummation of the initial Business Combination (including (1) all shares of Class A Common<br>Stock issuable pursuant to an exercise of the underwriters’ over-allotment option, if any, (2) the shares of Class A Common Stock<br>that are included within any private placement units, (3) the shares of Class A Common Stock issued to the representatives of the underwriters<br>in the Offering, or their respective designees , and (4) the shares of Class B common stock issued to New America Sponsor I LLC (the<br>“Sponsor”) before the closing of the Offering, in each case, excluding any securities issued or issuable to<br>any seller in the initial Business Combination and excluding any securities issued to the Sponsor or any of its affiliates or any of<br>the Corporation’s officers or directors upon conversion of working capital loans to the Corporation), plus (B) the number<br>of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination, minus (C) the<br>number of shares of Class A Common Stock redeemed by the Corporation from public shareholders in connection with the initial Business<br>Combination; and |
|---|---|
| (b) | the denominator shall be the number of shares of Class B Common Stock issued and outstanding<br>prior to the closing of the initial Business Combination. |
| --- | --- |
As used herein, the term “Equity-linked Securities” means any securities of the Corporation which are convertible into or exchangeable or exercisable for Class A Common Stock.
Notwithstanding anything to the contrary contained herein, (i) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional shares of Class A Common Stock or Equity-linked Securities by the written consent or agreement of holders of a majority of the shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section 4.3(b)(iii), and (ii) in no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one.
The foregoing conversion ratio shall also be adjusted to account for any share subdivision (by subdivision, exchange, stock dividend, reclassification, share capitalization, recapitalization or otherwise) or combination (by exchange, reclassification, share capitalization, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after the original filing of these Amended and Restated Articles without a proportionate and corresponding share subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock.
Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.3(b). The pro rata share for each holder of Class B Common Stock will be determined as follows: Each share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of one (1) multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted pursuant to this Section 4.3(b) and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion.
(c) Dividends. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IX hereof, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.
(d) Liquidation, Dissolutionor Winding Up of the Corporation. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IX hereof, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its shareholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class B Common Stock) held by them.
Section 4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.
Article V
BOARD OF DIRECTORS
Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, these Amended and Restated Articles, or the By-Laws of the Corporation then in effect (“By-Laws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the FBCA, these Amended and Restated Articles, and any By-Laws adopted by the shareholders of the Corporation; provided, however, that no By-Laws hereafter adopted by the shareholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such By-Laws had not been adopted.
Section 5.2 Number, Election and Term.
(a) The number of directors of the Corporation shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board, subject to any contractual rights of shareholders or any series of the Preferred Stock to elect directors.
(b) Subject to Section 5.5 hereof, the Board shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the shareholders of the Corporation following the effectiveness of these Amended and Restated Articles, the term of the initial Class II Directors shall expire at the second annual meeting of the shareholders of the Corporation following the effectiveness of these Amended and Restated Articles and the term of the initial Class III Directors shall expire at the third annual meeting of the shareholders of the Corporation following the effectiveness of these Amended and Restated Articles. At each succeeding annual meeting of the shareholders of the Corporation, beginning with the first annual meeting of the shareholders of the Corporation following the effectiveness of these Amended and Restated Articles, each of the successors elected to replace the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. Subject to Section 5.5 hereof, if the number of directors that constitutes the Board is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors constituting the Board shorten the term of any incumbent director. Subject to any contractual rights of shareholders, in accordance with the FBCA, or the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast by the shareholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the aforesaid classes at the time these Amended and Restated Articles (and therefore such classification) becomes effective in accordance with the FBCA.
(c) Subject to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
(d) Unless and except to the extent that the By-Laws shall so require, the election of directors need not be by written ballot. The holders of shares of Common Stock shall not have cumulative voting rights with regard to election of directors.
Section 5.3 Newly Created Directorships and Vacancies. Subject to Section 5.5 hereof and the contractual rights of any shareholder, in accordance with the FBCA, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by shareholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
Section 5.4 Removal. Subject to Section 5.5 hereof and the contractual rights of any shareholder, in accordance with the FBCA, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
Section 5.5 Preferred Stock
- Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in these Amended and Restated Articles (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.
Section 5.6 Quorum. A quorum for the transaction of business shall be set forth in the By-Laws in accordance with the FBCA.
Article VI
BY-LAWS
In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the By-Laws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the By-Laws. The By-Laws also may be adopted, amended, altered or repealed by the shareholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by these Amended and Restated Articles (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the shareholders to adopt, amend, alter or repeal the By-Laws; and provided further, however, that no By-Laws hereafter adopted by the shareholders shall invalidate any prior act of the Board that would have been valid if such By-Laws had not been adopted.
Article VII
SPECIAL MEETINGS OF SHAREHOLDERS; ACTION BY WRITTEN CONSENT
Section 7.1 Special Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and subject to the requirements of applicable law, or if any shareholders agreement provides such rights, special meetings of shareholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the shareholders of the Corporation to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of shareholders of the Corporation may not be called by another person or persons.
Section 7.2 Advance Notice. Advance notice of shareholder nominations for the election of directors and of business to be brought by shareholders before any meeting of the shareholders of the Corporation shall be given in the manner provided in the By-Laws and the FBCA.
Section 7.3 Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to these Amended and Restated Articles (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering, any action required or permitted to be taken by the shareholders of the Corporation must be effected by a duly called annual or special meeting of such shareholders and may not be effected by written consent of the shareholders other than with respect to the Class B Common Stock with respect to which action may be taken by written consent.
Article VIII
LIMITED LIABILITY; INDEMNIFICATION
Section 8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the FBCA as the same exists or may hereafter be amended, unless a director violated their duty of loyalty to the Corporation or its shareholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
Section 8.2 Indemnification and Advancement of Expenses.
(a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, Employee Retirement Income Security Act (ERISA) excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.
(b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, these Amended and Restated Articles, the By-Laws, an agreement, vote of shareholders or disinterested directors, or otherwise.
(c) Any repeal or amendment of this Section 8.2 by the shareholders of the Corporation or by changes in law, or the adoption of any other provision of these Amended and Restated Articles inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
(d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.
Article IX
BUSINESS COMBINATION REQUIREMENTS; EXISTENCE
Section 9.1 General.
(a) The provisions of this ArticleIX shall apply during the period commencing upon the effectiveness of these Amended and Restated Articles and terminating upon the consummation of the Corporation’s initial Business Combination and no amendment to this Article IX shall be effective prior to the consummation of an initial Business Combination unless approved by the affirmative vote of the majority of the shares entitled to be cast on the amendment.
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2025, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Shareholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of an initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 18 months from the closing of the Offering (or up to 24 months from the closing of the Offering if the Corporation has executed a definitive agreement for an initial Business Combination within 18 months from the closing of the Offering) or, if the Office of the Florida Department of State, Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Florida Department of State, Division of Corporations shall be open (the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking (a) to modify the substance or timing of the Corporation’s obligation to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Shareholders.”
Section 9.2 Redemption Rights.
(a) Prior to the consummation of an initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of an initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “RedemptionRights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in these Amended and Restated Articles, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
(b) If the Corporation offers to redeem the Offering Shares other than in conjunction with a shareholder vote on an initial Business Combination with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (or any successor rules or regulations) and filing proxy materials with the SEC, the Corporation shall offer to redeem the Offering Shares upon the consummation of an initial Business Combination, subject to lawfully available funds therefor, in accordance with the provisions of Section 9.2(a) hereof pursuant to a tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “TenderOffer Rules”) which it shall commence prior to the consummation of an initial Business Combination and shall file tender offer documents with the SEC prior to the consummation of an initial Business Combination that contain substantially the same financial and other information about an initial Business Combination and the Redemption Rights as is required under Regulation 14A of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “Proxy Solicitation Rules”), even if such information is not required under the Tender Offer Rules; provided, however, that if a shareholder vote is required by law to approve the proposed initial Business Combination, or the Corporation decides to submit the proposed initial Business Combination to the shareholders for their approval for business or other legal reasons, the Corporation shall offer to redeem the Offering Shares, subject to lawfully available funds therefor, in accordance with the provisions of Section 9.2(a) hereof in conjunction with a proxy solicitation pursuant to the Proxy Solicitation Rules (and not the Tender Offer Rules) at a price per share equal to the Redemption Price calculated in accordance with the following provisions of this Section 9.2(b). In the event that the Corporation offers to redeem the Offering Shares pursuant to a tender offer in accordance with the Tender Offer Rules, the Redemption Price per share of the Common Stock payable to holders of the Offering Shares tendering their Offering Shares pursuant to such tender offer shall be equal to the quotient obtained by dividing: (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of an initial Business Combination, including interest not previously released to the Corporation to pay its taxes, by (ii) the total number of then outstanding Offering Shares. If the Corporation offers to redeem the Offering Shares in conjunction with a shareholder vote on the proposed initial Business Combination pursuant to a proxy solicitation, the Redemption Price per share of the Common Stock payable to holders of the Offering Shares exercising their Redemption Rights (irrespective of whether they voted in favor or against an Business Combination) shall be equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of an initial Business Combination, including interest not previously released to the Corporation to pay its taxes, by (b) the total number of then outstanding Offering Shares.
(c) If the Corporation offers to redeem the Offering Shares in conjunction with a shareholder vote on an initial Business Combination pursuant to a proxy solicitation, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), shall be restricted from seeking Redemption Rights with respect to more than an aggregate of 20% of the Offering Shares without the prior consent of the Corporation.
(d) In the event that the Corporation has not consummated an initial Business Combination by the Deadline Date, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to the Corporation’s obligations under the FBCA to provide for claims of creditors and other requirements of applicable law.
(e) If the Corporation offers to redeem the Offering Shares in conjunction with a shareholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock entitled to be cast that are voted at a shareholder meeting held to consider such initial Business Combination.
Section 9.3 Distributions from the Trust Account.
(a) A Public Shareholder shall be entitled to receive funds from the Trust Account only as provided in Sections 9.2(a), 9.2(b), 9.2(d) or 9.7 hereof. In no other circumstances shall a Public Shareholder have any right or interest of any kind in or to distributions from the Trust Account, and no shareholder other than a Public Shareholder shall have any interest in or to the Trust Account.
(b) Each Public Shareholder that does not exercise its Redemption Rights shall retain its interest in the Corporation and shall be deemed to have given its consent to the release of the remaining funds in the Trust Account to the Corporation, and following payment to any Public Shareholders exercising their Redemption Rights, the remaining funds in the Trust Account shall be released to the Corporation.
(c) The exercise by a Public Shareholder of the Redemption Rights shall be conditioned on such Public Shareholder following the specific procedures for redemptions set forth by the Corporation in any applicable tender offer or proxy materials sent to the Public Shareholders relating to the proposed initial Business Combination, including the requirement that any Public Shareholder that holds Offering Shares beneficially must identify itself to the Corporation in connection with any redemption election in order to validly redeem such Offering Shares. Public Shareholders seeking to exercise their redemption rights will be required to either tender their certificates (if any) to the Corporation’s transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the vote on the proposal to approve a Business Combination. Payment of the amounts necessary to satisfy the Redemption Rights properly exercised shall be made as promptly as practical after the consummation of an initial Business Combination.
Section 9.4 Share Issuances. Prior to the consummation of the Corporation’s initial Business Combination, the Corporation shall not issue any additional shares of capital stock of the Corporation that would entitle the holders thereof to receive funds from the Trust Account or vote on any initial Business Combination, on any pre-Business Combination activity or on any amendment to this Article IX.
Section 9.5 Transactions with Affiliates. In the event the Corporation enters into an initial Business Combination with a target business that is affiliated (as defined in Section 13.3) with the Sponsor, or the directors or officers of the Corporation, the Corporation, or a committee of the independent directors of the Corporation, shall obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority or another independent entity that commonly renders valuation opinions that such Business Combination is fair to the Corporation from a financial point of view.
Section 9.6 No Transactions with Other Blank Check Companies. The Corporation shall not enter into an initial Business Combination with another blank check company or a similar company with nominal operations.
Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) to modify (i) the substance or timing of the ability of Public Shareholders to seek redemption in connection with an initial Business Combination or the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (ii) with respect to any other provisions of these Amended and Restated Articles relating to shareholders’ rights or pre-initial Business Combination activity, the Public Shareholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Offering Shares.
Section 9.8 Minimum Value of Target. So long as the Corporation is listed on a national securities exchange, the Corporation’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the assets held in the Trust Account (excluding the marketing fee and the taxes payable on the income earned on the Trust Account) at the time of the Corporation signing a definitive agreement in connection with an initial Business Combination.
Article X
CORPORATE OPPORTUNITY
To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of these Amended and Restated Articles or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of the Corporation and (i) such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (ii) the director or officer is permitted to refer that opportunity to the Corporation without violating any legal obligation.
Article XI
AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in these Amended and Restated Articles (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Florida at the time in force that may be added or inserted, in the manner now or hereafter prescribed by these Amended and Restated Articles and the FBCA; and, except as set forth in Article VIII, all rights, preferences and privileges of whatever nature herein conferred upon shareholders, directors or any other persons by and pursuant to these Amended and Restated Articles in its present form or as hereafter amended are granted subject to the right reserved in this Article XI; provided, however, that Article IX of these Amended and Restated Articles may be amended only as provided therein.
Article XII
EXCLUSIVE FORUMS FOR CERTAIN LAWSUITS; CONSENT TO JURISDICTION
Section 12.1 Forums. Subject to the last sentence in this Section 12.1, and unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the State or Federal Courts of Florida (the “Courts”) shall be the sole and exclusive forum for any shareholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim against the Corporation, its current or former directors, officers or employees arising pursuant to any provision of the FBCA or these Amended and Restated Articles or the By-Laws, (iv) any action asserting a claim against the Corporation, its current or former directors, officers or employees governed by the internal affairs doctrine or (v) any action arising under the Securities Act of 1933, as amended, except any claim (A) as to which the Courts determine that there is an indispensable party not subject to the jurisdiction of the Courts (and the indispensable party does not consent to the personal jurisdiction of the Courts within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Courts or (C) for which the Courts do not have subject matter jurisdiction. Notwithstanding the foregoing, the provisions of this Section 12.1 will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the federal courts have exclusive jurisdiction.
Section 12.2 Consent to Jurisdiction. If any action the subject matter of which is within the scope of Section 12.1 immediately above is filed in a court other than a court located within the State of Florida (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the exclusive forum provision provided in Section 12.1 and the personal jurisdiction of the state and federal courts located within the State of Florida in connection with any action brought in any such court to enforce Section 12.1 immediately above (an “FSC Enforcement Action”) and (ii) having service of process made upon such shareholder in any such FSC Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.
Section 12.3 Severability. If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion of any sentence of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.
Section 12.4 Deemed Notice. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.
Article XIII
APPLICATION OF FBCA SECTION 607.0901
Section 13.1 Section 607.0901 of the FBCA. The Corporation will be governed by Section 607.0901 of the FBCA.
Section 13.2 Limitation on Business Combinations. Notwithstanding the foregoing, the Corporation shall not engage in any Restricted Business Combination (as defined below), at any point in time at which the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act with any interested shareholder (as defined below) for a period of three (3) years following the time that such shareholder became an interested shareholder, unless:
(a) prior to the time that such shareholder became an interested shareholder, the Board approved either the affiliated transaction or the transactions which resulted in the shareholder becoming an interested shareholder; or
(b) upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least eighty-five percent (85%) of the voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested shareholder) those shares owned by (i) persons who are directors and also officers of the Corporation and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
(c) at or subsequent to the date that such shareholder became an interested shareholder, the transaction is approved by the Board and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock that is not owned by the interested shareholder.
Section 13.3 Certain Definitions. Solely for purposes of this Article XIII, references to:
(a) “affiliate” means a person who directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, a specified person.
(b) “associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of twenty percent (20%) or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a twenty percent (20%) beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.
(c) “control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of twenty percent (20%) or more of the voting power of the outstanding voting stock of the Corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article XIII, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.
(d) “interested shareholder” means any person who is the beneficial owner of more than 15 percent (15%) of the outstanding voting shares of the corporation. However, the term “interested shareholder” shall not include: (i) the Corporation or any of its subsidiaries, (ii) any savings, employee stock ownership, or other employee benefit plan of the Corporation or any of its subsidiaries, or any fiduciary with respect to any such plan when acting in such capacity; or (iii) any person whose ownership of shares in excess of the 15 percent (15%) limitation is the result of action taken solely by the Corporation; provided that such person shall be an interested shareholder if thereafter such person acquires additional shares of voting shares of the corporation, except as a result of further corporate action not caused, directly or indirectly, by such person.
(e) “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:
(i) beneficially owns such stock, directly or indirectly; or
(ii) has (a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or
(iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (b) of subsection (2) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.
(f) “person” means any individual, corporation, partnership, unincorporated association or other entity.
(g) “Restricted Business Combination,” when used in reference to the Corporation and any interested shareholder of the Corporation, means:
(i) (any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with the interested shareholder, or (b) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested shareholder and as a result of such merger or consolidation Section 13.2 is not applicable to the surviving entity;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a shareholder of the Corporation, to or with the interested shareholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;
(iii) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested shareholder, except: (a) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested shareholder became such; (b) pursuant to a merger under Sections 607.1101 through 607.1107 of the FBCA; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all shareholders of a class or series of stock of the Corporation subsequent to the time the interested shareholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all shareholders of said stock; or (e) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (c)-(e) of this subsection (iii) shall there be an increase in the interested shareholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments); or
(iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested shareholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested shareholder.
(h) “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.
(i) “voting stock” means stock of any class or series entitled to vote generally in the election of directors.
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IN WITNESS WHEREOF, New America Acquisition I Corp. has caused these Second Amended and Restated Articles to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.
| NEW AMERICA ACQUISITION<br> I CORP. | |
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| By: | /s/ Kevin J. McGurn |
| Name: Kevin J. McGurn | |
| Title: Chief Executive Officer |
[Signature Page to Second Amended and Restated Articlesof Incorporation]
Exhibit4.1
WARRANTAGREEMENT
THISWARRANT AGREEMENT (this “Agreement”), dated as of December 3, 2025, is by and between New America Acquisition I Corp., a Florida corporation (the “Company”), and Odyssey Transfer and Trust Company, a corporation organized under the laws of Minnesota, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“ClassA Common Stock”) and one-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 15,000,000 warrants (or up to 17,250,000 warrants if the underwriters’ over-allotment option in the Offering is exercised in full) to public investors in the Offering (the “Public Warrants”);
WHEREAS, the Company entered into that certain Private Placement Units Purchase Agreement with New America Sponsor I LLC, a Florida limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 600,000 private placement units (whether or not the Over-allotment Option is exercised) simultaneously with the closing of the Offering (the “SponsorPrivate Placement Units”) at a purchase price of $10.00 per Private Placement Unit, and in connection therewith, the issuance of up to 300,000 warrants (whether or not the Over-allotment Option is exercised) underlying the Private Placement Units (the “PrivatePlacement Warrants”), each bearing the legend set forth in Exhibit A hereto;
WHEREAS, the Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);
WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors (collectively, the “Initial Purchasers”) may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $2,500,000 of such loans may be convertible into up to an additional 250,000 units at a price of $10.00 per unit (the “Working Capital Units”), which will be identical to the Private Placement Units, and in connection with the issuance of Working Capital Units, the issuance of up to 125,000 warrants (the “Working Capital Warrants” and, together with the Public Warrants and the Private Placement Warrants, the “Warrants”);
WHEREAS, each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described herein;
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-289204 (the “Registration Statement”), and a prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the shares of Class A Common Stock included in the Units;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW,THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
| 1. | Appointment<br> of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant<br> Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this<br> Agreement. |
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| 2. | Warrants. |
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| 2.1. | Form<br> of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially<br> the form of Exhibit B hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile<br> signature of, the Chairperson of the Company’s board of directors (the “Board”), President, Chief<br> Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose signature<br> has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant<br> is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public<br> Warrants shall initially be represented by one or more book-entry account statement (each, a “Book-Entry Warrant Certificate”). |
| --- | --- |
| 2.2. | Effect<br> of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this<br> Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof. |
| --- | --- |
| 2.3. | Registration. |
| --- | --- |
| 2.3.1. | Warrant<br> Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original<br> issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue<br> and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions<br> delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry<br> Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the<br> name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on,<br> and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry<br> Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant<br> in its account, a “Participant”). |
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If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“DefinitiveWarrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit B, with appropriate insertions, modifications and omissions, as provided above.
| 2.3.2. | Registered<br> Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and<br> treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)<br> as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other<br> writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise<br> thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. |
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| 2.4. | Detachability<br> of Warrants. The shares of Class A Common Stock and Public Warrants comprising the Units shall begin separate trading on the<br> 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,<br> on which banks in New York City are generally open for normal business (a “Business Day”), then on the<br> immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent<br> of Dominari Securities LLC and D. Boral Capital LLC, as representatives of the several underwriters, but in no event shall the shares<br> of Class A Common Stock and the Public Warrants comprising the Units be separately traded until the Company issues a press release<br> and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin. The Private Placement<br> Units shall be eligible to be separated into their component Class A Common Stock and Warrants on the Detachment Date. Holders of<br> Warrants shall contact the Transfer Agent in order to effect such separation. Once separated, the Warrants may not be combined with<br> Class A Common Stock into Units without the prior written consent of the Company. |
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| 2.5. | No<br> Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the Units,<br> each of which is comprised of one share of Class A Common Stock and one-half of one Public Warrant. If, upon the detachment of Public<br> Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round<br> down to the nearest whole number the number of Warrants to be issued to such holder. |
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| 2.6. | Private<br> Placement Warrants and Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants shall be identical<br> to the Public Warrants, except that until the completion by the Company of an initial Business Combination the Private Placement<br> Warrants and the Working Capital Warrants may not be transferred, assigned or sold by the holders thereof, other than: |
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| 2.6.1. | to<br> the subscriber’s officers or directors, any affiliate or family member of any of the subscriber’s officers or directors,<br> any members of the Sponsor, or any affiliates of the Sponsor; |
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| 2.6.2. | in<br> the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which<br> is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; |
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| 2.6.3. | in<br> the case of an individual, by virtue of the laws of descent and distribution upon death of such person; |
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| 2.6.4. | in<br> the case of an individual, pursuant to a qualified domestic relations order; |
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| 2.6.5. | by<br> virtue of the laws of the State of New York or subscriber’s partnership agreement in the event of a subscriber’s liquidation;<br> and |
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| 2.6.6. | in<br> the event of the Company’s liquidation prior to the consummation of a Business Combination; |
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| 2.6.7. | provided,<br> however, that, in the case of clauses 2.6.1 through 2.6.5these transferees (the “Permitted Transferees”)<br> enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other<br> restrictions contained in the letter agreement and by the same agreements, entered into by the Sponsor and the subscriber with respect<br> to such warrants. |
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| 2.7. | Working<br> Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants. |
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| 3. | Terms<br> and Exercise of Warrants. |
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| 3.1. | Warrant<br> Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,<br> including without limitation, subsection 3.3.5, to purchase from the Company the number of shares of Class A Common Stock<br> stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last<br> sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share<br> (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described<br> in the prior sentence at which the shares of Class A Common Stock may be purchased at the time a Warrant is exercised. The Company<br> in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not<br> less than twenty (20) Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants<br> are listed or applicable law), provided, that the Company shall provide at least three (3) days’ prior written notice of such<br> reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the<br> Warrants. |
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| 3.2. | Duration<br> of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing<br> on the date that is thirty (30) days after the first date on which the Company completes a Business Combination, and terminating<br> on the earliest to occur of: (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company<br> completes its initial Business Combination, (y) the liquidation of the Company, and (z) with respect to a redemption pursuant to<br> Section 6.1 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2<br> hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to<br> the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration<br> statement or a valid exemption therefrom being available. Each outstanding Warrant not exercised on or before the Expiration Date<br> shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New<br> York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the<br> Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to<br> Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants. |
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| 3.3. | Exercise<br> of Warrants. |
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| 3.3.1. | Payment.<br> Subject to the provisions of the Warrant and this Agreement, including without limitation, subsection 3.3.5, a Warrant may<br> be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive<br> Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to<br> be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant<br> Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an<br> election to purchase (“Election to Purchase”) Class A Common Stock pursuant to the exercise of a Warrant,<br> properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of<br> a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures, and<br> (iii) payment in full of the Warrant Price for each share of Class A Common Stock as to which the Warrant is exercised and any and<br> all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A Common<br> Stock and the issuance of such Class A Common Stock, as follows: |
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| (a) | in<br> lawful money of the United States, in good bank draft or good certified check payable to the order of the Warrant Agent or by wire<br> transfer of immediately available funds; |
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| (b) | in<br> the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)<br> has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the<br> Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number<br> of shares of Class A Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined<br> in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection<br> 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported closing price of the shares<br> of Class A Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption<br> is sent to the holders of the Warrants, pursuant to Section 6 hereof; or |
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| (c) | on<br> a cashless basis as provided in Section 7.4 hereof. |
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| 3.3.2. | Issuance<br> of Class A Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds<br> in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered<br> Holder of such Warrant a book-entry position or certificate, as applicable, for the number of shares of Class A Common Stock to which<br> he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have<br> been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Class A Common<br> Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate<br> are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate,<br> or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing,<br> the Company shall not be obligated to deliver any Class A Common Stock pursuant to the exercise of a Warrant and shall have no obligation<br> to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common<br> Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s<br> satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable<br> and the Company shall not be obligated to issue Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common<br> Stock issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification<br> under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in<br> the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled<br> to exercise such Warrant. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require<br> holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason<br> of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of<br> such Warrant, to receive a fractional interest in a share of Class A Common Stock, the Company shall round down to the nearest whole<br> number, the number of shares of Class A Common Stock to be issued to such holder. |
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| 3.3.3. | Valid<br> Issuance. All Class A Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly<br> issued, fully paid and non-assessable. |
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| 3.3.4. | Date<br> of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Class A Common Stock is issued<br> shall for all purposes be deemed to have become the holder of record of such Class A Common Stock on the date on which the Warrant,<br> or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the<br> date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment<br> is a date when the book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such<br> Class A Common Stock at the close of business on the next succeeding date on which the share transfer books or book-entry system<br> are open. |
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| 3.3.5. | Maximum<br> Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained<br> in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he,<br> she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s<br> Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,<br> such person (together with such person’s affiliates) or any “group” of which the holder or its affiliate is a member,<br> would beneficially own in excess of 4.9% or 9.9% (or such other amount as a holder may specify)(the “Maximum Percentage”)<br> of the shares of Class A Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing<br> sentence, the aggregate number of shares of Class A Common Stock beneficially owned by such person and its affiliates, or any group<br> of which such person and its affiliates is a member, shall include the number of shares of Class A Common Stock issuable upon exercise<br> of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Class A Common Stock that<br> would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its<br> affiliates, or any group of which any such person or its affiliates is a member, and (y) exercise or conversion of the unexercised<br> or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates, or any group<br> of which such person or its affiliates is a member (including, without limitation, any convertible notes or convertible preferred<br> shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set<br> forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section<br> 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable regulations<br> of the Commission. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable<br> regulations of the Commission, and the percentage held by the holder shall be determined in a manner consistent with the provisions<br> of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described in this subsection 3.3.5, the<br> Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such<br> Warrant unless it provides to the Warrant Agent in its Election to Purchase, a certification that, after giving effect to such exercise,<br> such person (together with such person’s affiliates) or any “group” of which such holder or its affiliates is a<br> member, would not beneficially own in excess of the Maximum Percentage of the shares of Class A Common Stock outstanding immediately<br> after giving effect to such exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant,<br> in determining the number of outstanding Class A Common Stock, the holder may rely on the number of outstanding Class A Common Stock<br> as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on<br> Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3)<br> any other notice by the Company or the Transfer Agent setting forth the number of shares of Class A Common Stock outstanding. For<br> any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm<br> orally and in writing to such holder the number of shares of Class A Common Stock then outstanding. In any case, the number of outstanding<br> Class A Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by<br> the holder and its affiliates since the date as of which such number of outstanding Class A Common Stock was reported. By written<br> notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such<br> holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective<br> until the sixty-first (61st) day after such notice is delivered to the Company. |
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| 4. | Adjustments. |
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| 4.1. | Share<br> Capitalizations. |
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| 4.1.1. | Sub-division.<br> If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Class A Common Stock<br> is increased by a share capitalization payable in Class A Common Stock, or by a sub-division of Class A Common Stock or other similar<br> event, then, on the effective date of such share capitalization, sub-division or similar event, the number of shares of Class A Common<br> Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A Common Stock.<br> A rights offering made to all or substantially all holders of the shares of Class A Common Stock entitling holders to purchase Class<br> A Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share capitalization<br> of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold<br> in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or<br> exercisable for Class A Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid<br> in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the<br> rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for<br> Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount<br> payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average<br> price of the shares of Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to<br> the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular<br> way, without the right to receive such rights. No Class A Common Stock shall be issued at less than their par value. |
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| 4.1.2. | Extraordinary<br> Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution<br> in cash, securities or other assets to all or substantially all of the holders of Class A Common Stock on account of such Class A<br> Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described<br> in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders<br> of Class A Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders<br> of Class A Common Stock in connection with a stockholder vote to amend the Company’s amended and restated articles of incorporation<br> (as amended from time to time, the “Charter”) (A) to modify the substance or timing of the Company’s<br> obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the shares<br> of Class A Common Stock included in the Units sold in the Offering (the “Public Shares”) if the Company<br> does not complete the Business Combination within the period set forth in the Charter or (B) with respect to any other material provisions<br> relating to stockholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of Public<br> Shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets<br> upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),<br> then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the<br> amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on<br> each share of Class A Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per<br> share amounts of all other cash dividends and cash distributions paid on the shares of Class A Common Stock during the 365-day period<br> ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred<br> to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment<br> to the Warrant Price or to the number of shares of Class A Common Stock issuable on exercise of each Warrant) does not exceed $0.50<br> (being 5% of the offering price of the Units in the Offering) but only with respect to the amount of the aggregate cash dividends<br> or cash distributions equal to or less than $0.50. Solely for purposes of illustration, if the Company, at a time while the Warrants<br> are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash<br> distributions on the shares of Class A Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend,<br> then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the<br> absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in<br> such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash<br> dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). |
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| 4.2. | Aggregation<br> of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Class<br> A Common Stock is decreased by a consolidation, combination, reverse share sub-division or reclassification of Class A Common Stock<br> or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification<br> or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be decreased in proportion<br> to such decrease in outstanding Class A Common Stock. |
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| 4.3. | Adjustments<br> in Warrant Price. |
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| 4.3.1. | Whenever<br> the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection<br> 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price<br> immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A Common Stock<br> purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the<br> number of shares of Class A Common Stock so purchasable immediately thereafter. |
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| 4.3.2. | If<br> (x) the Company issues additional Class A Common Stock or equity-linked securities for capital raising purposes in connection with<br> the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class<br> A Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any<br> such issuance to the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class<br> B Common Stock (as defined below) held by such stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,<br> and interest thereon, available for funding the initial Business Combination on the date of the consummation of the initial Business<br> Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A Common Stock during<br> the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination<br> (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the<br> nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger<br> price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market<br> Value and the Newly Issued Price. |
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| 4.4. | Replacement<br> of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A Common Stock<br> (other than a change covered by subsections 4.1.1, 4.1.2 or Section 4.2 hereof or that solely affects the par<br> value of such Class A Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or<br> conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation<br> and is not a subsidiary of another entity whose stockholders did not own all or substantially all of the shares of Class A Common<br> Stock of the Company in substantially the same proportions immediately before such transaction and that does not result in any reclassification<br> or reorganization of the outstanding Class A Common Stock), or in the case of any sale or conveyance to another entity of the assets<br> or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,<br> the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions<br> specified in the Warrants and in lieu of the shares of Class A Common Stock of the Company immediately theretofore purchasable and<br> receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including<br> cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale<br> or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately<br> prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders<br> of the shares of Class A Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash<br> or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting<br> the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and<br> amount received per share by the holders of the shares of Class A Common Stock in such consolidation or merger that affirmatively<br> make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the<br> shares of Class A Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption<br> rights held by stockholders of the Company as provided for in the Charter or as a result of the redemption of Class A Common Stock<br> by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances<br> in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning<br> of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate<br> or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any<br> such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange<br> Act (or any successor rule)) more than 65% of the voting power of the Company’s outstanding equity securities (including with<br> respect to the election of directors), the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the weighted<br> average of the amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder<br> if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and<br> participated in such tender or exchange offer on a pro rata basis with all other holders of Class A Common Stock, subject to adjustments<br> (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for<br> in this Section 4; provided further that if less than 70% of the consideration receivable by the holders of the shares<br> of Class A Common Stock in the applicable event is payable in the form of capital stock or shares in the successor entity that is<br> listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed<br> for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty<br> (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report<br> on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference (but<br> in no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration<br> (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value”<br> means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes model as calculated<br> by an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment<br> of the Board, qualified to make such calculation. “Per Share Consideration” means (i) if the consideration<br> paid to holders of the shares of Class A Common Stock consists exclusively of cash, the amount of such cash per share of Class A<br> Common Stock, and (ii) in all other cases, the volume weighted average price of the shares of Class A Common Stock as reported during<br> the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification<br> or reorganization also results in a change in Class A Common Stock covered by subsection 4.1.1, then such adjustment shall<br> be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this<br> Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other<br> transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant. |
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| 4.5. | Notices<br> of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Class A Common Stock issuable upon<br> exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price<br> resulting from such adjustment and the increase or decrease, if any, in the number of shares of Class A Common Stock purchasable<br> at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which<br> such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4,<br> the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth<br> for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any<br> defect therein, shall not affect the legality or validity of such event. |
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| 4.6. | No<br> Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional<br> Class A Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder<br> of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,<br> upon such exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder. |
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| 4.7. | Form<br> of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants<br> issued after such adjustment may state the same Warrant Price and the same number of shares of Class A Common Stock as is stated<br> in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole<br> discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof,<br> and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise,<br> may be in the form as so changed. |
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| 4.8. | Other<br> Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of<br> this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i)<br> avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,<br> the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national<br> standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary<br> to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of<br> such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended<br> in such opinion. For the avoidance of doubt, all adjustments made pursuant to this Section 4.8 shall be made equally to all<br> outstanding Warrants. |
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| 4.9. | No<br> Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment<br> to the conversion ratio of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) into Class A Common Stock or the conversion of the Class B Common Stock into Class A Common Stock, in each<br> case, pursuant to the Charter. |
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| 5. | Transfer<br> and Exchange of Warrants. |
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| 5.1. | Registration<br> of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,<br> upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed<br> and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number<br> of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the<br> Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. |
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| 5.2. | Procedure<br> for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or<br> transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered<br> Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except<br> as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant<br> Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of<br> the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the<br> event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and the<br> Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant<br> Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants<br> must also bear a restrictive legend. |
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| 5.3. | Fractional<br> Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the<br> issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units. |
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| 5.4. | Service<br> Charges. No service charge shall be made for any exchange or registration of transfer of Warrants. |
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| 5.5. | Warrant<br> Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the<br> terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,<br> whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such<br> purpose. |
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| 5.6. | Transfer<br> of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in<br> which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.<br> Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included<br> in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants<br> on and after the Detachment Date. |
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| 6. | Redemption. |
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| 6.1. | Redemption<br> of Warrants for Cash. All, but not less than all, of the outstanding Warrants may be redeemed (in whole and not in part), at<br> the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered<br> Holders of the Warrants, as described in Section 6.2 below, at a Redemption Price (as defined below) of $0.01 per Warrant;<br> provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section<br> 4 hereof) and (b) there is an effective registration statement covering the shares of Class A Common Stock issuable upon exercise<br> of the Warrants, and a current prospectus relating thereto, available throughout the Measurement Period and the 30-day Redemption<br> Period (each as defined in Section 6.2 below). |
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| 6.2. | Date<br> Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants<br> pursuant to Section 6.1, the Company shall fix a date for the redemption (the “Redemption Date”).<br> Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to<br> the Redemption Date (such period, the “Redemption Period”) to the Registered Holders of the Warrants to<br> be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided<br> shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this<br> Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant<br> to Sections 6.1 and (b) “Reference Value” shall mean the last reported sales price of the shares<br> of Class A Common Stock for any twenty (20) trading days within the thirty (30) trading-day period commencing at least thirty (30)<br> days after the completion of the initial Business Combination and ending on the third trading day prior to the date on which notice<br> of the redemption is given (the “Measurement Period”). |
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| 6.3. | Exercise<br> After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with<br> Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section<br> 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise<br> their Warrants on a “cashless basis” pursuant to subsection 3.3.1(b), the notice of redemption will contain the<br> information necessary to calculate the number of shares of Class A Common Stock to be received upon exercise of the Warrants, including<br> the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption<br> Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption<br> Price. |
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| 7. | Other<br> Provisions Relating to Rights of Holders of Warrants. |
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| 7.1. | No<br> Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the<br> Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to<br> vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of<br> the Company or any other matter. |
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| 7.2. | Lost,<br> Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant<br> Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated<br> Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,<br> mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not<br> the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone. |
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| 7.3. | Reservation<br> of Class A Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued Class<br> A Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement. |
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| 7.4. | Registration<br> of Class A Common Stock; Cashless Exercise at Company’s Option. |
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| 7.4.1. | Registration<br> of the shares of Class A Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20)<br> Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with<br> the Commission a post-effective amendment to the Registration Statement, or a new registration statement registering, under the Securities<br> Act, the issuance of the shares of Class A Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially<br> reasonable efforts to cause the same to become effective and to maintain the effectiveness of such post-effective amendment or registration<br> statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions<br> of this Agreement. If any such post-effective or registration statement has not been declared effective by the sixtieth (60th) Business<br> Day following the closing of the initial Business Combination, holders of the Warrants shall have the right, during the period beginning<br> on the sixty-first (61st) Business Day after the closing of the initial Business Combination and ending upon such post-effective<br> amendment or registration statement being declared effective by the Commission, and during any other period when the Company shall<br> fail to have maintained an effective registration statement covering the shares of Class A Common Stock issuable upon exercise of<br> the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section<br> 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Class A Common Stock equal<br> to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied<br> by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely<br> for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average reported closing price of the<br> shares of Class A Common Stock as reported during the ten (10) trading day period ending on the third (3^rd^) trading day<br> prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker<br> or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined<br> by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request,<br> provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)<br> stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is<br> not required to be registered under the Securities Act and (ii) the shares of Class A Common Stock issued upon such exercise shall<br> be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule<br> 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive<br> legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have<br> been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the<br> first three sentences of this subsection 7.4.1. |
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| 7.4.2. | Cashless<br> Exercise at Company’s Option. If the shares of Class A Common Stock are at the time of any exercise of a Warrant not listed<br> on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1)<br> of the Securities Act (or any successor rule), the Company may, at its option, require holders of Warrants who exercise their Warrants<br> to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any<br> successor rule) as described in subsection 7.4.1 and (i) in the event the Company so elects, the Company shall not be required<br> to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Class A Common<br> Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does<br> not so file or maintain such registration statement, the Company agrees to use its commercially reasonable efforts to register or<br> qualify for sale the shares of Class A Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws<br> of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available. |
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| 8. | Concerning<br> the Warrant Agent and Other Matters. |
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| 8.1. | Payment<br> of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the<br> Warrant Agent in respect of the issuance or delivery of Class A Common Stock upon the exercise of the Warrants, but the Company shall<br> not be obligated to pay any transfer taxes in respect of the Warrants or such Class A Common Stock. |
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| 8.2. | Resignation,<br> Consolidation, or Merger of Warrant Agent. |
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| 8.2.1. | Appointment<br> of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged<br> from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office<br> of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor<br> Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days<br> after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall,<br> with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the<br> Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s<br> cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized<br> and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan,<br> City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination<br> by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights,<br> immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,<br> without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute<br> and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,<br> and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute,<br> acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor<br> Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. |
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| 8.2.2. | Notice<br> of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof<br> to the predecessor Warrant Agent and the Transfer Agent for the shares of Class A Common Stock not later than the effective date<br> of any such appointment. |
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| 8.2.3. | Merger<br> or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated<br> or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant<br> Agent under this Agreement without any further act. |
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| 8.3. | Fees<br> and Expenses of Warrant Agent. |
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| 8.3.1. | Remuneration.<br> The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant<br> to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may<br> reasonably incur in the execution of its duties hereunder. |
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| 8.3.2. | Further<br> Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,<br> and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for<br> the carrying out or performing of the provisions of this Agreement. |
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| 8.4. | Liability<br> of Warrant Agent. |
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| 8.4.1. | Reliance<br> on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary<br> or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such<br> fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved<br> and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Executive Vice President,<br> Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely<br> upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement. |
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| 8.4.2. | Indemnity.<br> The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company<br> agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out of pocket costs<br> and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except<br> as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith. |
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| 8.4.3. | Exclusions.<br> The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or<br> execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the<br> Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to<br> make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of<br> any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act<br> hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A Common Stock to<br> be issued pursuant to this Agreement or any Warrant or as to whether any Class A Common Stock shall, when issued, be valid and fully<br> paid and non-assessable. |
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| 8.5. | Acceptance<br> of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the<br> terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised<br> and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A Common<br> Stock through the exercise of the Warrants. |
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| 8.6. | Waiver.<br> The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)<br> in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the<br> date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,<br> payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby irrevocably waives<br> any and all Claims against the Trust Account, including any monies therein or any distribution therefrom, and any and all rights<br> to seek access to the Trust Account. |
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| 9. | Miscellaneous<br> Provisions. |
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| 9.1. | Successors.<br> All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure<br> to the benefit of their respective successors and assigns. |
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| 9.2. | Notices.<br> Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant<br> to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail<br> or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is<br> filed in writing by the Company with the Warrant Agent), as follows: |
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New America Acquisition I Corp.
590 Madison Avenue, 39^th^ Floor
New York, New York 10022
Attention: Kevin McGurn, Chief Executive Officer
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:
Odyssey Transfer and Trust Company
ATTN: Operations
2155 Woodlane Drive Suite 100
Woodbury, MN 55125
Email: clientsus@odysseytrust.com
in each case, with copies to:
Paul Hastings LLP
2050 M Street NW
Washington, DC 20036
Tel: (202) 551-1700
Attn: Brandon J. Bortner, Esq., and Ryan S. Brewer, Esq.
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
Attn: Gil Savir, Esq.
Email: gilsavir@paulhastings.com
D. Boral Capital LLC
590 Madison Avenue, 39th Floor
New York, New York 10022
Attn: Mr. Gaurav Verma, Co-Head of Investment Banking
Email: gverma@dboralcapital.com
Dominari Securities LLC
725 Fifth Avenue, 23^rd^ Floor
New York, New York 10022
Attn: Kyle Wool, Chief Executive Officer
Email: info@dominarisecurities.com
and
Ellenoff Grossman & Schole LLP
1345 6^th^ Avenue
New York, New York 10105
Tel: (212) 370-1300
Attn: Douglas Ellenoff, Esq., and Stuart Neuhauser, Esq.
Email: ellenoff@egsllp.com; sneuhauser@egsllp.com
| 9.3. | Applicable<br> Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed<br> in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the<br> application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against<br> it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or<br> the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction<br> shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive<br> jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph<br> will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal<br> district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring<br> any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3.<br> If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court<br> located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal<br> jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern<br> District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service<br> upon such warrant holder’s counsel in the foreign action as agent for such warrant holder. |
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| 9.4. | Persons<br> Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation<br> or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by<br> reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,<br> promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their<br> successors and assigns and of the Registered Holders of the Warrants. |
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| 9.5. | Examination<br> of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent<br> in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent<br> may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent. |
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| 9.6. | Counterparts.<br> This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes<br> be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. |
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| 9.7. | Effect<br> of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the<br> interpretation thereof. |
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| 9.8. | Amendments.<br> This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of (x) curing<br> any ambiguity or to correct any defective provision contained herein, including to conform the provisions hereof to the description<br> of the terms of the Warrants and this Agreement set forth in the Prospectus, (y) adjusting the definition of “Ordinary Cash<br> Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (z) adding or changing<br> any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable<br> and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery<br> of an Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment<br> to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders<br> of 50% of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private<br> Placement Warrants or Working Capital Warrants or any provision of this Agreement with respect to the Private Placement Warrants,<br> or Working Capital Warrants (including, for the avoidance of doubt, the forfeiture or cancellation of any Private Placement Warrants<br> or Working Capital Warrants), 50% of the number of then outstanding Private Placement Warrants and Working Capital Warrants. Notwithstanding<br> the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1<br> and 3.2, respectively, without the consent of the Registered Holders. The provisions of this Section 9.8 may not be<br> modified, amended or deleted without the prior written consent of Dominari Securities LLC and D. Boral Capital LLC, as representatives<br> of the several underwriters. |
| --- | --- |
| 9.9. | Severability.<br> This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect<br> the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid<br> or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as<br> similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| --- | --- |
[SignaturePage Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| NEW AMERICA ACQUISITION I CORP. | |
|---|---|
| By: | /s/ Kevin McGurn |
| Name: | Kevin<br> McGurn |
| Title: | Chief<br> Executive Officer |
| ODYSSEY TRANSFER AND TRUST COMPANY, as Warrant Agent | |
| By: | /s/Rebecca Paulson |
| Name: | Rebecca<br> Paulson |
| Title: | President |
EXHIBITA
PRIVATEPLACEMENT WARRANTS LEGEND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE AGREEMENTS BY AND AMONG NEW AMERICA ACQUISITION I CORP. (THE “COMPANY”), NEW AMERICA SPONSOR I LLC AND THE OTHER SIGNATORIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
EXHIBITB
[Form of Warrant Certificate]
[FACE]
Number
Warrants
THISWARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TOTHE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THEWARRANT AGREEMENT DESCRIBED BELOW
NEWAMERICA ACQUISITION I CORP.
IncorporatedUnder the Laws of the State of Florida
CUSIP023634 116
WarrantCertificate
ThisWarrant Certificate certifies that, or registered assigns, is the registered holder of warrants evidenced hereby (the **“Warrants”**and each, a “Warrant”) to purchase Class A Common Stock, $0.0001 par value per share (the “Common Stock”), of New America Acquisition I Corp., a Florida corporation (the “Company”). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.
The initial Warrant Price per share of Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.
Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice contemplated by subsection 3.5.5 of the Warrant Agreement, neither the Company nor the Warrant Agent shall issue to Holder, and Holder may not acquire, any right it might have to acquire, a number of shares of Common Stock upon exercise of any Warrant to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by Holder would exceed the Maximum Percentage of Common Stock outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5. of the Warrant Agreement.
Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
| NEW<br> AMERICA ACQUISITION I CORP. |
|---|
| By: |
| Name: |
| Title: |
| ODYSSEY<br> TRANSFER AND TRUST COMPANY as Warrant Agent |
| By: |
| Name: |
| Title: |
[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of December 3, 2025 (the “WarrantAgreement”), duly executed and delivered by the Company to Odyssey Transfer and Trust Company, a corporation organized under the laws of Minnesota, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder relating to the Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.
The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon the exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.
The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Common Stock and herewith tenders payment for such shares of Common Stock to the order of New America Acquisition I Corp. (the “Company”) in the amount of $_____ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of, whose address is, and that such shares of Common Stock be delivered to, whose address is . If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of, ______ whose address is _______ and that such Warrant Certificate be delivered to ______, whose address is ________.
In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required “cashless” exercise pursuant to Section 6.3 and Section 3.3.1(b) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 6.3 and Section 3.3.1(b) of the Warrant Agreement.
In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Common Stock be registered in the name of, whose address is and that such Warrant Certificate be delivered to, whose address is.
To be included in any Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.
By signing this Election to Purchase, the undersigned hereby certifies that after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any “group” of which holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage, if applicable, of the Common Stock outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5 of the Warrant Agreement.
[Signature Page Follows]
| Date: | |
|---|---|
| (Signature) | |
| (Address) | |
| (Tax<br> Identification Number) | |
| Signature<br> Guaranteed: |
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).
Exhibit10.1
PRIVATEPLACEMENT UNITS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of December 3, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between New America Acquisition I Corp., a Florida corporation (the “Company”), and New America Sponsor I LLC, a Florida limited liability company (the “Purchaser”).
WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of Class A Common Stock, par value $0.0001 per share, of the Company (“Common Stock”), and one-half of one redeemable warrant (a “Warrant”) to purchase a share of Common Stock (a “WarrantShare”) to be governed by the Warrant Agreement to be entered into between the Company and Odyssey Transfer and Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $11.50 per share of Common Stock. The Purchaser has agreed to purchase an aggregate of 600,000 private placement units (whether or not the underwriters’ over-allotment option is exercised) (the “Private Placement Units”), each Private Placement Unit comprised of one share of Common Stock (the “Private Placement Shares”) and one-half of one redeemable Warrant (the “Private Placement Warrants”) to purchase one share of Common Stock (the “PrivatePlacement Warrant Shares”), as provided in the registration statement in connection with the Public Offering, for a purchase price of $6,000,000 (whether or not the underwriters’ over-allotment option is exercised), or $10.00 per unit.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section1. Authorization, Purchase and Sale; Terms of the Private Placement Units.
A. Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units to the Purchaser.
B. Purchase and Sale of the Private Placement Units.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 600,000 Placement Units (whether or not the underwriters’ over-allotment option is exercised) at a price of $10.00 per unit for an aggregate purchase price of $6,000,000 (whether or not the underwriters’ over-allotment option is exercised) (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Closing Date in accordance with the Company’s wiring instructions. On the Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Units purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
C. Terms of the Private Placement Units and Private Placement Warrants.
(i) Each Private Placement Unit shall have the terms set forth herein.
(ii) Each Private Placement Warrant shall have the terms set forth in the Warrant Agreement.
(iii) At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units, the Private Placement Shares, the Private Placement Warrants and the Private Placement Warrant Shares (together, the “Securities”).
Section2. Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date) that:
A. Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the State of Florida and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and the offer issuance and sale of the Private Placement Units have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Units and Private Placement Warrants included in the Private Placement Units will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement, the Warrant Agreement and the Private Placement Units, the issuance and sale of the Private Placement Units, the issuance of the Private Placement Shares and Private Placement Warrants comprising the Private Placement Units, the issuance of the Private Placement Warrant Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Articles of Incorporation of the Company in effect on the date hereof or as may be amended at or prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement and the Amended and Restated Articles of Incorporation of the Company, as the case may be, each of the Securities will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Private Placement Units, the Private Placement Shares and the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with the terms hereof and the Warrant Agreement, the Purchaser will have or receive good title to the Private Placement Units, the Private Placement Shares and the Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind other than (i) transfer restrictions hereunder and pursuant to the insider letter to be entered into on or prior to the closing of the Public Offering and (ii) transfer restrictions under federal and state securities laws.
D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.
E. Regulation D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
Section3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.
C. Investment Representations.
(i) The Purchaser is acquiring the Securities, for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.
(v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.
(vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 under the Securities Act is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
(viii) The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.
Section4. Conditions of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Units is subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.
B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.
C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
D. Warrant Agreement. The Company shall have entered into the Warrant Agreement on terms satisfactory to the Purchaser.
Section5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.
B. Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.
C. Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Units hereunder.
D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.
E. Warrant Agreement. The Company shall have entered into the Warrant Agreement on terms satisfactory to the Company.
Section6. Termination. This Agreement may be terminated at any time after December 31, 2025 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.
Section7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.
Section8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the U.S. Securities and Exchange Commission, under the Securities Act.
Section9. Miscellaneous.
A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).
B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.
D. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.
F. Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
[Signature Page Follows]
INWITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
| COMPANY: | |
|---|---|
| NEW AMERICA ACQUISITION I CORP. | |
| By: | /s/ Kevin McGurn |
| Name: | Kevin<br> McGurn |
| Title: | Chief<br> Executive Officer |
| PURCHASER: | |
| --- | --- |
| NEW AMERICA SPONSOR I LLC, | |
| a Florida limited liability company | |
| By: | /s/ Kevin McGurn |
| Name: | Kevin McGurn |
| Title: | Managing Member |
[Signature Page to Private Placement Units Purchase Agreement]
Exhibit10.2
INVESTMENTMANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 3, 2025 by and between New America Acquisition I Corp., a Florida corporation (the “Company”), and Odyssey Transfer and Trust Company, a corporation organized under the laws of Minnesota (the “Trustee”).
WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-289204) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;
WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Dominari Securities LLC and D. Boral Capital LLC as representatives (the “Representatives”) of the underwriters (the “Underwriters”) named therein;
WHEREAS, as described in the Registration Statement, $300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) (or $345,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “TrustAccount”) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at Citibank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) Promptly upon receipt of written instruction of the Company, (i) invest and reinvest the Property, initially solely in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, (ii) hold the Property as uninvested cash or (iii) hold the Property in an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory to the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and, while invested or uninvested, the Trustee may earn bank credits or other consideration;
(d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;
(e) Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company;
(f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation of the Company’s financial statements or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;
(h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairperson of the board of directors of the Company (the “Board”) or other director or authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable (other than any excise or similar tax) or owed and, in the case of Exhibit B, less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 18 months after the closing of the Offering (or 24 months from the closing of the Offering if the Company has executed a definitive agreement for a Business Combination within 18 months from the closing of the Offering in accordance with the terms of the Company’s second amended and restated articles of incorporation (as amended from time to time, the “Articles”)) (or such earlier date as the Company’s board of directors may approve); and (2) such later date as may be approved by the Company’s shareholders in accordance with the Articles (such period, the “CompletionWindow”), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated by the Trustee in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable (other than any excise or similar tax) or owed and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;
(j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any income tax obligation (not including any excise or similar tax) owed by the Company, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;
(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Common Stock from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Articles not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (as defined below) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%) of the Public Shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Common Stock or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and
(l) Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j), and 1(k) above.
2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other director or authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld, conditioned, or delayed; provided, further that the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The Company may participate in such action with its own counsel;
(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;
(d) In connection with any vote of the Company’s shareholders regarding a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (the “BusinessCombination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the general meeting verifying the vote of such shareholders regarding such Business Combination;
(e) Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;
(f) [Reserved]
(g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and
3. Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;
(b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;
(d) Refund any depreciation in principal of any Property;
(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g) Verify the accuracy of the information contained in the Registration Statement;
(h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;
(i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or
(k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and1(k) hereof.
4. Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
5. Termination. This Agreement shall terminate as follows:
(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or
(b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).
(c) If the Offering is not consummated within ten (10) business days of the date of this Agreement, any funds received by the Trustee from the Company or Sponsor for purposes of funding the Trust Account shall be promptly returned to the Company or Sponsor, as applicable.
6. Miscellaneous.
(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.
(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j), 1(k) and 1(l) hereof (which sections may not be modified, amended or deleted unless such modification, amendment or deletion is approved by the affirmative vote of two- thirds of the then outstanding Common Stock and Class B common stock, par value $0.0001 per share, of the Company which are represented in person or by proxy and are voted at a general meeting of the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his, her or its Common Stock in connection with a shareholder vote to approve an amendment to this Agreement (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%) of the Public Shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Common Stock or pre-initial Business Combination activity) this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.
(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or email transmission:
if to the Trustee, to:
Odyssey Transfer and Trust Company
ATTN: Operations
2155 Woodlane Drive Suite 100
Woodbury, MN 55125
Email: clientsus@odysseytrust.com
if to the Company, to:
New America Acquisition I Corp.
590 Madison Avenue, 39^th^ Floor
New York, NY 10022
Telephone: (212) 970-5150
Attn: David Boral
Email: david@dboralcapital.com
in each case, with copies to:
Paul Hastings LLP
2050 M Street NW
Washington, DC 20036
Tel: (202) 551-1700
Attn: Brandon J. Bortner, Esq., and Ryan S. Brewer, Esq.
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
Tel: (212) 318-6080
Attn: Gil Savir, Esq.
Dominari Securities LLC
725 Fifth Avenue, 23^rd^ Floor
New York, New York 10022
Attn: Kyle Wool, Chief Executive Officer
Email: info@dominarisecurities.com
D. Boral Capital LLC
590 Madison Avenue, 39th Floor
New York, New York 10022
Attn: Mr. Gaurav Verma, Co-Head of Investment Banking
Email: gverma@dboralcapital.com
and
Ellenoff Grossman & Schole LLP
1345 6^th^ Avenue
New York, New York 10105
Tel: (212) 370-1300
Attn: Douglas Ellenoff, Esq., and Stuart Neuhauser, Esq.
Email: ellenoff@egsllp.com; sneuhauser@egsllp.com
(f) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
(g) This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(h) Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters, are third-party beneficiaries of this Agreement.
(i) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity without the prior written consent of the other.
[SignaturePage Follows]
INWITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
| Odyssey Transfer and Trust Company, as Trustee | |
|---|---|
| By: | /s/ Rebecca Paulson |
| Name: | Rebecca<br> Paulson |
| Title: | President |
| New America Acquisition I Corp. | |
| By: | /s/ Kevin McGurn |
| Name: | Kevin<br> McGurn |
| Title: | Chief<br> Executive Officer |
SIGNATURE PAGE TO
INVESTMENT MANAGEMENT TRUST AGREEMENT
SCHEDULEA
ExhibitA
[Letterheadof Company]
[Insertdate]
Odyssey Transfer and Trust Company
ATTN: Operations
2155 Woodlane Drive Suite 100
Woodbury, MN 55125
| Re: | Trust<br> Account—Termination Letter |
|---|
Dear [_]:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between New America Acquisition I Corp. (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of December 3, 2025 (the “TrustAgreement”), this is to advise you that the Company has entered into an agreement with [_] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into the trust operating account in the United States at JP Morgan Chase, NA to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JP Morgan Chase, NA awaiting distribution, the Company will not earn any interest or dividends.
On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to Public Shareholders who have properly exercised their redemption rights (the “InstructionLetter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such written instructions as soon thereafter as possible.
| Very<br> truly yours, |
|---|
| New<br> America Acquisition I Corp. |
| By: |
| Name: |
| Title: |
Agreed and acknowledged by:
| DOMINARI<br> SECURITIES LLC |
|---|
| By: |
| Name: |
| Title: |
| D.<br> BORAL CAPITAL LLC |
| --- |
| By: |
| Name: |
| Title: |
ExhibitB
[Letterheadof Company]
[Insertdate]
Odyssey Transfer and Trust Company
ATTN: Operations
2155 Woodlane Drive Suite 100
Woodbury, MN 55125
| Re: | Trust<br> Account—Termination Letter |
|---|
Dear [_]:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between New America Acquisition I Corp. (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of December 3, 2025 (the “TrustAgreement”), this is to advise you that [the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s second amended and restated articles of incorporation, as may be amended from time to time (the “Articles”)] OR [the Company’s board of directors has determined to terminate the period in which the Company must consummate a Business Combination on ____, 20___ pursuant to the Company’s second amended and restated articles of incorporation, as may be amended from time to time (the “Articles”)] as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account in the United States at JP Morgan Chase to await distribution to the Public Shareholders, less taxes payable and up to $100,000 to cover dissolution expenses of the Company. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such $_____ promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION].
The Company has selected [ ], 20[ ] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Second Amended and Restated Articles of Incorporation. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.
| Very<br> truly yours, | |
|---|---|
| New<br> America Acquisition I Corp. | |
| By: | |
| Name: | |
| Title: | |
| cc: | Dominari<br> Securities LLC; D. Boral Capital LLC |
| --- | --- |
| ^1^ | 18<br> months after the closing of the Offering (or 24 months from the closing of the Offering if the Company has executed a definitive<br> agreement for an initial business combination within 18 months from the closing of the Offering in accordance with the terms of the<br> Company’s second amended and restated articles of incorporation), such earlier date as the Company’s board of directors<br> may approve, or such later date as the Company’s shareholders may approve. |
| --- | --- |
ExhibitC
[Letterheadof Company]
[Insertdate]
Odyssey Transfer and Trust Company
ATTN: Operations
2155 Woodlane Drive Suite 100
Woodbury, MN 55125
| Re: | Trust<br> Account—Tax Payment Withdrawal Instruction |
|---|
Dear [_]:
Pursuant to Section 1(j) of the Investment Management Trust Agreement between New America Acquisition I Corp. (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of December 3, 2025 (the “TrustAgreement”), the Company hereby requests that you deliver to the Company $[_] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay for the tax obligations, as permitted under the Trust Agreement, as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIREINSTRUCTION INFORMATION]
| Very<br> truly yours, | |
|---|---|
| New<br> America Acquisition I Corp. | |
| By: | |
| Name: | |
| Title: | |
| cc: | Dominari<br> Securities LLC; D. Boral Capital LLC |
| --- | --- |
ExhibitD
[Letterheadof Company]
[Insertdate]
Odyssey Transfer and Trust Company
ATTN: Operations
2155 Woodlane Drive Suite 100
Woodbury, MN 55125
| Re: | Trust<br> Account—Shareholder Redemption Withdrawal Instruction |
|---|
Dear [_]:
Pursuant to Section 1(k) of the Investment Management Trust Agreement between New America Acquisition I Corp. (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of December 3, 2025 (the “TrustAgreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[_] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay its Public Shareholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s second amended and restated articles of incorporation, as may be amended from time to time (the “Articles”) not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%) of the Public Shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Common Stock or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.
| Very<br> truly yours, | |
|---|---|
| New<br> America Acquisition I Corp. | |
| By: | |
| Name: | |
| Title: | |
| cc: | Dominari<br> Securities LLC; D. Boral Capital LLC |
| --- | --- |
Exhibit10.3
REGISTRATIONRIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 3, 2025 is made and entered into by and among New America Acquisition I Corp., a Florida corporation (the “Company”), New America Sponsor I LLC, a Florida limited liability company (the “Sponsor”), Dominari Securities LLC and D. Boral Capital LLC (each a “Representative” and together, the “Representatives”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
RECITALS
WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and one-half of one redeemable warrant (a “Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Odyssey Transfer and Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share of Common Stock;
WHEREAS, the Sponsor owns an aggregate of 12,500,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “FounderShares”);
WHEREAS, the Founder Shares are convertible into shares of Common Stock, on the terms and conditions provided in the Company’s amended and restated articles of incorporation, as may be further amended from time to time;
**WHEREAS,**on the date hereof, the Company and the Sponsor have entered into certain Private Placement Units Purchase Agreement with the Company (the “Private Placement Units Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 600,000 units (whether or not the over-allotment option in connection with the IPO is exercised) (the “Private PlacementUnits”), each Private Placement Unit consisting of one share of Common Stock (the “Private Placement Shares”) and one-half of one redeemable Warrant (the “Private Placement Warrants”) in a private placement transaction occurring simultaneously with the closing of the IPO. Each whole Sponsor Private Placement Warrant entitles the holder thereof to purchase one share of Common Stock (a “Warrant Share”) at an exercise price of $11.50 per share of Common Stock;
**WHEREAS,**the Company issued an aggregate of 2,200,000 shares of Common Stock to the Representatives and/or their respective designees (the “Representative Shares”);
WHEREAS, in order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to $2,500,000 of such loans may be convertible into additional units (the “Working CapitalUnits”) at a price of $10.00 per Working Capital Unit at the option of the lender. Each Working Capital Unit consists of one share of Common Stock (the “Working Capital Shares”) and one-half of one redeemable Warrant (the “WorkingCapital Warrants”), with each whole Working Capital Warrant entitling the holder thereof to purchase one share of Common Stock (a “Working Capital Warrant Share”) at an exercise price of $11.50 per share of Common Stock;
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW,THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE1
DEFINITIONS
1.1Definitions. The terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Agreement” shall have the meaning given in the Preamble.
“BlockTrade” shall have the meaning given to it in subsection 2.3.1 of this Agreement.
“Board” shall mean the board of directors of the Company.
“BusinessCombination” shall mean any merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities, involving the Company.
“Commission” shall mean the U.S. Securities and Exchange Commission.
“CommonStock” shall have the meaning given in the Recitals hereto.
“Company” shall have the meaning given in the Preamble.
“DemandingHolder” shall mean any Holder or group of Holders, that together elects to dispose of Registrable Securities having an aggregate value of at least $25 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to an Underwritten Offering.
“EffectivenessPeriod” shall have the meaning given in subsection 3.1.1 of this Agreement.
“ExchangeAct” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“FinancialCounterparty” shall have the meaning given in subsection 2.3.1 of this Agreement.
“FounderShares” shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.
“HolderIndemnified Persons” shall have the meaning given in subsection 4.1.1 of this Agreement.
“FounderShares Lock-up Period” shall mean the period ending upon the completion of the Company’s initial Business Combination.
“Holders” shall have the meaning given in the Preamble.
“InsiderLetter” shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, and each of the Company’s officers, directors and members of the Company’s advisory board directors and officers and members of our advisory board.
**“IPO”**shall have the meaning given in the Recitals hereto.
“MaximumNumber of Securities” shall have the meaning given in subsection 2.1.4 of this Agreement.
“Misstatement” shall mean, in the case of a Registration Statement, an untrue statement of a material fact or an omission to state a material fact required to be stated therein, or necessary to make the statements therein not misleading, and in the case of a Prospectus, an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
“OtherCoordinated Offering” shall have the meaning given to it in subsection 2.3.1 of this Agreement.
“PiggybackRegistration” shall have the meaning given in subsection 2.2.1 of this Agreement.
“PermittedTransferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may be, under the Insider Letter, the Private Placement Units Purchase Agreement, this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.
“PrivatePlacement Lock-up Period” shall mean the period ending upon the completion of the Company’s initial Business Combination.
“PrivatePlacement Shares” shall have the meaning given in the Recitals hereto.
“PrivatePlacement Units” shall have the meaning given in the Recitals hereto.
“PrivatePlacement Units Purchase Agreement” shall have the meaning given in the Recitals hereto.
“PrivatePlacement Warrants” shall have the meaning given in the Recitals hereto.
“ProRata” shall have the meaning given in subsection 2.1.4 of this Agreement.
“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“RegistrableSecurity” shall mean (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Units, Private Placement Shares, Private Placement Warrants and Warrant Shares, (c) the Representative Shares, (d) any outstanding shares of Common Stock or any other equity security (including the Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement or acquired prior to or in connection with the Business Combination, which, for the avoidance of doubt, shall include any Common Stock received by a Holder on or after the date hereof as a distribution from the Sponsor in connection with its liquidation and dissolution, (e) any Working Capital Units, Working Capital Shares, Working Capital Warrants and Working Capital Warrant Shares, and (f) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having become effective by the Commission.
“RegistrationExpenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(a) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority) and any securities exchange on which the Common Stock are then listed;
(b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
(c) printing, messenger, telephone and delivery expenses;
(d) reasonable fees and disbursements of counsel for the Company;
(e) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration or Underwritten Offering;
(f) the fees and expenses incurred in connection with the listing of any Registrable Securities on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(g) the fees and expenses incurred by the Company in connection with any road show for any Underwritten Offerings; and
(h) reasonable fees and expenses of one (1) legal counsel selected jointly by the Demanding Holders initiating an Underwritten Demand, the Requesting Holders participating in an Underwritten Offering and the Holders participating in a Piggyback Registration, as applicable.
“RegistrationStatement” shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement and all exhibits to and all material incorporated by reference in such registration statement.
“Representatives” shall have the meaning given in the Preamble.
“RepresentativeShares” shall have the meaning given in the Recitals hereto.
“RequestingHolder” shall have the meaning given in subsection 2.1.3 of this Agreement.
“SecuritiesAct” shall mean the Securities Act of 1933, as amended from time to time.
“ShelfRegistration” shall have the meaning given in subsection 2.1.1 of this Agreement.
“Sponsor” shall have the meaning given in the Preamble.
“SuspensionEvent” shall have the meaning given in Section 3.4 of this Agreement.
“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.
“UnderwrittenDemand” shall have the meaning given in subsection 2.1.3 of this Agreement.
“UnderwrittenOffering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
**“Warrant”**shall have the meaning given in the Recitals hereto.
“WarrantShare” shall have the meaning given in the Recitals hereto.
“WarrantAgreement” shall have the meaning given in the Recitals hereto.
“WorkingCapital Shares” shall have the meaning given in the Recitals hereto.
“WorkingCapital Units” shall have the meaning given in the Recitals hereto.
“WorkingCapital Warrants” shall have the meaning given in the Recitals hereto.
“WorkingCapital Warrant Shares” shall have the meaning given in the Recitals hereto.
ARTICLE2
REGISTRATIONS
2.1Registration.
2.1.1 Shelf Registration. The Company agrees that, within twenty (20) business days after the consummation of the Business Combination, the Company will use commercially reasonable efforts to file with the Commission (at the Company’s sole cost and expense) a Registration Statement registering the resale or other disposition of the Registrable Securities (a “Shelf Registration”).
2.1.2 Effective Registration. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Subject to the limitations contained in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form of the Commission (a) as shall be selected by the Company and (b) as shall permit the resale or other disposition of the Registrable Securities by the Holders. If at any time a Registration Statement filed with the Commission pursuant to Section 2.1.1 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will use commercially reasonable efforts to amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place in accordance with the terms of this Agreement.
2.1.3 Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Sections 2.4 and 3.4 hereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with Section 2.1.1 (an “Underwritten Demand”). The Company shall, within ten (10) days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to such Underwritten Demand (each such Holder that requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Underwritten Offering pursuant to such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.
2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten Demand, in good faith, advises the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding shares of Common Stock or other equity securities of the Company that the Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities (if any) in writing that the dollar amount or number of Registrable Securities or other equity securities of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity securities of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Demanding Holders (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders have requested be included in such Underwritten Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of the Requesting Holders, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (c) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), Common Stock or other equity securities of the Company that the Company desires to sell and that can be sold without exceeding the Maximum Number of Securities; and (d) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), Common Stock or other equity securities of the Company held by other persons or entities that the Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.
2.2Piggyback Registration.
2.2.1 Piggyback Rights. Subject to the provisions of subsection 2.2.2 and Sections 2.4 and 3.4 hereof, if, at any time on or after the date the Company consummates a Business Combination, the Company proposes to consummate an Underwritten Offering for its own account or for the account of shareholders of the Company, then the Company shall give written notice of such proposed action to all of the Holders as soon as practicable, which notice shall (a) describe the amount and type of securities to be included, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (b) offer to all of the Holders the opportunity to include of such number of Registrable Securities as such Holders may request in writing within two (2) days (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.
2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares or equity securities of the Company that the Company desires to sell, taken together with (a) the shares or equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which a Piggyback Registration has been requested pursuant to this Section 2.2 and (c) the shares or equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(i) If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first, the Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or
(ii) If the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Underwritten Offering (A) first, Common Stock or other equity securities of the Company, if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback Registration Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the commencement of the Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to this Section 2.2 shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under Section 2.1 hereof.
2.3Block Trades Other Coordinated Offerings.
2.3.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “BlockTrade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.
2.3.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw from such Block Trade or Other Coordinated Offering for any or no reason whatsoever upon written notification to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this subsection 2.3.2.
2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to Section 2.3 of this Agreement.
2.3.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).
2.3.5 A Demanding Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.3 hereof.
2.4Restrictions on Registration Rights. If (a) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (b) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board such Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the undertaking of such Underwritten Offering at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company to undertake such Underwritten Offering in the near future and that it is therefore essential to defer the undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such offering for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period.
ARTICLE3
COMPANYPROCEDURES
3.1General Procedures. The Company shall use its reasonable best efforts to effect such Registration or Underwritten Offering to permit the resale or other disposition of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible and to the extent applicable:
3.1.1 prepare and file with the Commission after the consummation of the Business Combination a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement to become effective in accordance with Section 2.1 hereof and remain effective, including filing a replacement Registration Statement, if necessary, until all Registrable Securities covered by such Registration Statement have been sold or are no longer outstanding (such period, the “EffectivenessPeriod”);
3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any Underwriter or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or are no longer outstanding;
3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters or Financial Counterparty, if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering or Block Trade, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or Underwritten Offering or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system;
3.1.4 prior to any Underwritten Offering of Registrable Securities, use commercially reasonable efforts to (a) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement or Underwritten Offering;
3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
3.1.8 during the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities or its counsel; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system;
3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act;
3.1.10 subject to the provisions of this Agreement, notify the Holders of the happening of any event as a result of which a Misstatement exists, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.11 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such Registration, permit a representative of the Holders, the Underwriters or other Financial Counterparty facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement or the Prospectus, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, Financial Counterparty, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters or Financial Counterparty enter into confidentiality agreements, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
3.1.12 obtain a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such Registration (subject to such Financial Counterparty providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel), in customary form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.13 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders or the Financial Counterparty, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, Financial Counterparty or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to such participating Holders, Financial Counterparty or Underwriter;
3.1.14 in the event of an Underwritten Offering or a Block Trade, or an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration to which the Company has consented, to the extent reasonably requested by such Financial Counterparty in order to engage in such offering, allow the Underwriters or Financial Counterparty to conduct customary “underwriter’s due diligence” with respect to the Company;
3.1.15 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such Registration, enter into and perform its obligations under an underwriting agreement or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the Financial Counterparty of such offering or sale;
3.1.16 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first (1st) day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);
3.1.17 use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.18 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or Financial Counterparty if such Underwriter of Financial Counterparty has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or Financial Counterparty, as applicable.
3.2Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “RegistrationExpenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3Requirements for Participation in Underwritten Offerings. No person or entity may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (a) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting arrangements approved by the Company and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.4Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement or Prospectus or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure requirements (each such circumstance, a “SuspensionEvent”); provided, however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering on more than two occasions, for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.
3.5Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
3.6Limitation on Registration Rights. Notwithstanding anything herein to the contrary, (i) each Representative may not exercise its rights under Sections 2.1.3 and 2.2 hereunder after five (5) and seven (7) years, respectively, from the commencement of sales in the IPO, and (ii) each Representative may not exercise its rights under Section 2.1.3 more than one time.
ARTICLE4
INDEMNIFICATIONAND CONTRIBUTION
4.1Indemnification.
4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees, advisors, agents, representatives, members and each person who controls such Holder (within the meaning of the Securities Act) (collectively, the “Holder Indemnified Persons”) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’ rights under this Section 4.1) resulting from any Misstatement, except insofar as the same are caused by or contained or included in any information furnished in writing to the Company by or on behalf of such Holder Indemnified Person specifically for use therein.
4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its officers, directors, employees, advisors, agents, representatives and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’ rights under this Section 4.1) resulting from any Misstatement, but only to the extent that the same are made in reliance on and in conformity with information relating to the Holder so furnished in writing to the Company by or on behalf of such Holder specifically for use therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.
4.1.3 Any person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person of such indemnified party and shall survive the transfer of securities.
4.1.5 If the indemnification provided under this Section 4.1 is held by a court of competent jurisdiction to be unavailable to an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether the Misstatement relates to information supplied by such indemnifying party or such indemnified party and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE5
MISCELLANEOUS
5.1Notices. Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier service or sent by overnight mail via a reputable overnight carrier, in each case providing evidence of delivery or (c) transmission by facsimile or email. Each notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third (3rd) business day following the date on which it is mailed, in the case of notices delivered by courier service, hand delivery or overnight mail, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation, and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted to the addressee. Any notice or communication under this Agreement must be addressed, if to the Company, to: 590 Madison Avenue, 39^th^ Floor, New York, New York 10022, and, if to any other Holder, to the address of such Holder as it appears in the applicable register for the Registrable Securities or such other address as may be designated in writing by such Holder (including on the signature pages hereto). Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.
5.2Assignment; No Third Party Beneficiaries.
5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
5.2.2. Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in while or in part, to any transferee.
5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.
5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and this Section 5.2.
5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (a) written notice of such assignment as provided in Section 5.1 hereof and (b) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.
5.3Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
5.4Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.
5.5Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question (which majority must include the Representatives if such amendment or modification is material and adverse to the Representatives), compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects any Holder, solely in his, her or its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of each such Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
5.6Other Registration Rights. The Company represents and warrants that no person, other than (a) a Holder of Registrable Securities, (b) the holders of the Company’s warrants pursuant to that certain Warrant Agreement dated as of December 3, 2025, by and between the Company and Odyssey Transfer and Trust Company and (c) holders of Private Placement Units, Private Placement Shares and Private Placement Warrants issued pursuant to that certain Private Placement Units Purchase Agreement, dated as of December 3, 2025, by and between the Company and the Sponsor, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
5.7Term. This Agreement shall terminate upon the earlier of (a) the tenth (10th) anniversary of the date of this Agreement and (b) the date as of which the Holders cease to hold any Registrable Securities. The provisions of Article 4 shall survive any termination.
[SignaturePage Follows]
INWITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
| COMPANY: | |
|---|---|
| NEW<br> AMERICA ACQUISITION I CORP.,<br><br> <br>a<br> Florida corporation | |
| By: | /s/ Kevin McGurn |
| Name: | Kevin<br> McGurn |
| Title: | Chief<br> Executive Officer |
| HOLDERS: | |
| --- | --- |
| NEW AMERICA SPONSOR I LLC,<br><br><br><br>a Florida limited liability company | |
| By: | /s/ Kevin McGurn |
| Name: | Kevin<br> McGurn |
| Title: | Managing<br> Member |
| DOMINARI<br> SECURITIES LLC | |
| --- | --- |
| By: | /s/ Eric Newman |
| Name: | Eric<br> Newman |
| Title: | EVP/<br> Global Head of Investment Banking |
| D.<br> BORAL CAPITAL LLC | |
| --- | --- |
| By: | /s/ Philip Wiederlight |
| Name: | Philip<br> Wiederlight |
| Title: | Chief<br> Operating Officer |
Exhibit 10.4
December 3, 2025
New America Acquisition I Corp.
590 Madison Avenue, 39^th^ Floor
New York, NY 10022
| Re: | Initial<br> Public Offering |
|---|
Ladies and Gentlemen:
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among New America Acquisition I Corp., a Florida corporation (the “Company”) and Dominari Securities LLC and D. Boral Capital LLC, as representatives (the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “PublicOffering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-289204) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof. Nothing herein shall prohibit any party hereto from acquiring any Units in the Public Offering or shares of Class A Common Stock or Warrants in the secondary public market following the Public Offering.
In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, New America Sponsor I LLC, a Florida limited liability company (the “Sponsor”) and each of the undersigned individuals, each of whom is, or will be, a member of the Company’s board of directors and/or management team (each an “Insider” and, collectively, the “Insiders”), hereby agree with the Company as follows:
1. The Sponsor and each Insider agree that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote all Founder Shares and any shares acquired by it, him or her in the Public Offering or the secondary public market that it, he or she hold on the record date for such shareholder vote in favor of such proposed Business Combination, except that it, he or she shall not vote any shares of Class A Common Stock that it, he or she purchased after the Company publicly announces its intention to engage in such proposed Business Combination for or against such proposed Business Combination and (ii) not redeem any shares of Class A Common Stock owned by it, him or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Common Stock (as defined below) then owned by it, him or her in connection herewith. Notwithstanding anything herein to the contrary, in the event that the undersigned is party to an Advisory Board Letter Agreement, dated as of June 30, 2025 by and between the Company and such undersigned (the “Advisory Agreement”), the undersigned’s obligations under this Section 1 do not supersede or terminate in any way the undersigned’s right to publicly withdraw from the advisory board pursuant to Section 14 of the Advisory Agreement and retain all shares of Class B Common Stock issuable thereunder notwithstanding such resignation.
2. The Sponsor and each Insider agree that in the event that the Company fails to consummate a Business Combination by the date that is 18 months from the closing of the Public Offering (or 24 months from the closing of the Public Offering if the Company has executed a definitive agreement for a Business Combination within 18 months from the closing of the Public Offering in accordance with the terms of the Company’s second amended and restated articles of incorporation (as amended from time to time, the “Articles”)), or such earlier date as Company’s board of directors may approve, or such later date as the Company’s shareholders may approve, in each case in accordance with the Articles (the “Completion Window”), the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the shares of Class A Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of Offering Shares then in issue, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Florida law to provide for claims of creditors and other requirements of applicable law. The Sponsor and the Insiders agree to not propose any amendment to the Articles not for the purposes of approving, or in conjunction with the consummation of, a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem one hundred per cent (100%) of the Offering Shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A Common Stock or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon effectiveness of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the Trust Account and not previously released to the Company to pay its taxes, divided by the number of Offering Shares then in issue, subject to applicable law. The Sponsor and each Insider acknowledges that it, he or she will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it, him or her if the Company fails to complete a Business Combination within the Completion Window; although it, he or she will be entitled to liquidating distributions from the Trust Account with respect to any Offering Shares it, he or she holds if the Company fails to complete a Business Combination within the prescribed time frame. The Sponsor and each Insider hereby further acknowledge that it, he or she will not be entitled to (a) redemption rights with respect to any Founder Shares and Offering Shares held by it, him or her, in connection with the consummation of a Business Combination, or (b) redemption rights with respect to Founder Shares and Offering Shares held by it, him or her in connection with a shareholder vote to amend the Articles in the manner described above.
3. To the fullest extent permitted by applicable law and the Articles, the Company hereby agrees to defend, indemnify, hold harmless and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) the Sponsor and its members (present and former), managers and affiliates and their respective present and former officers and directors (each, a “Sponsor Indemnitee”) from any and all costs, fees, expenses, judgments, liabilities, fines, penalties, reasonable attorneys’ fees and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably, incurred by a Sponsor Indemnitee or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, hearing or any other actual, threatened or completed proceeding instituted by the Company or any third party, whether civil, criminal, administrative or investigative in nature, in respect of any investment opportunities sourced by a Sponsor Indemnitee for the Company or any liability arising with respect to a Sponsor Indemnitee’s activities in connection with the affairs of the Company (in each case to the extent that such indemnification, hold harmless and exoneration obligations with respect to such matters are not expressly covered by a separate written agreement between the Company and the applicable Sponsor Indemnitee); provided, that in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that a Sponsor Indemnitee may incur by reason of such person’s own actual fraud or intentional misconduct; provided, further, that, for the avoidance of doubt, under no circumstance shall a Sponsor Indemnitee have a claim to any monies or assets held in the Trust Account, and the Company shall not be permitted to procure monies or assets held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee in respect of the indemnification provided hereunder. The Sponsor Indemnitees shall be third party beneficiaries of this paragraph.
4. [Reserved]
5. In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any officer, member or manager of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent public accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (A) $10.00 per share of the Offering Shares or (B) such lesser amount per share of the Offering Shares held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case including interest earned on the funds held in the Trust Account and net of taxes payable, except as to any claims by a third party or Target that executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible for any liability as a result of any such third-party claims. Notwithstanding any of the foregoing, such indemnification of the Company by the Sponsor shall not apply as to any claims under the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “SecuritiesAct”). The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within fifteen (15) days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.
6. [Reserved]
7. The Sponsor and each Insider hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor of its obligations (as applicable) under paragraphs 1, 2, 5, 8(a) and 8(b) or by each Insider of its obligations under paragraphs 1, 2, 8(a) and 8(b), (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
8. Transfer Restrictions.
(a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the shares of Class A Common Stock issuable upon conversion of the Founder Shares held by it, him or her until the completion of a Business Combination (the “Lock-up”).
(b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Units (including the Private Placement Warrants, the Private Placement Shares and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants) held by it, he or she until the completion of a Business Combination; provided, however, that this restriction shall not apply to any Units purchased in the Public Offering (or their underlying securities) or any shares of Class A Common Stock or Warrants (or their underlying shares) in the secondary public market following the Public Offering.
(c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Common Stock issued or issuable upon the conversion of the Founder Shares) and Private Placement Units (including the Private Placement Warrants, the Private Placement Shares and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor to its members, partners or shareholders pursuant to the Sponsor’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the State of Florida or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).
9. Each Insider’s biographical information furnished to the Company and the Representatives that are included in the Prospectus is true and accurate in all material respects and does not omit any material information with respect to such Insider’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. Each Insider’s questionnaire furnished to the Company and the Representatives including any such information that is included in the Prospectus is true and accurate in all respects. Each Insider represents and warrants that: (i) such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; (ii) such Insider has never been convicted of, or pleaded guilty to, any crime (A) involving fraud, (B) relating to any financial transaction or handling of funds of another person or (C) pertaining to any dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and (iii) none of the Sponsor or any such Insider has ever been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
10. The Sponsor and each Insider has full right and power, without violating any agreement to which it, he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer of the Company or as a director on the board of directors of the Company and each Insider hereby consents to being named in the Prospectus as an officer and/or director of the Company, as applicable.
11. As used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities; (ii) “FounderShares” shall mean the Company’s Class B common stock, par value $0.0001 per share (the “Class B CommonStock” and, together with the Class A Common Stock, the “Common Stock”), held by the Sponsor prior to the consummation of the Public Offering; (iii) “Private Placement Shares” shall mean the 600,000 shares of Class A Common Stock (whether or not the underwriters’ over-allotment option is exercised) comprising part of the Private Placement Units; (v) “Private Placement Warrants” shall mean the 300,000 warrants (whether or not the underwriters’ over-allotment option is exercised) comprising part of the Private Placement Units; (iv) “Private Placement Units” shall mean an aggregate of 600,000 private placement units (whether or not the underwriters’ over-allotment option is exercised) that the Representatives and Sponsor have agreed to purchase for an aggregate purchase price of $6,000,000 (whether or not the underwriters’ over-allotment option is exercised in full), or $10.00 per unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) “Public Shareholders” shall mean the holders of Offering Shares other than the Sponsor and the Insiders; (vi) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited; and (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with any respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
12. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto. Each of the parties hereto hereby acknowledges and agrees that each of the Representatives is a third-party beneficiary of this Letter Agreement.
13. No party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph 13 shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each Insider and each of their respective successors, heirs and assigns and permitted transferees.
14. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of the State of New York located in the City and County of New York, Borough of Manhattan, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
15. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.
16. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2025; provided, further, that paragraph 5 of this Letter Agreement shall survive such liquidation.
| Sincerely, | |
|---|---|
| NEW AMERICA SPONSOR I LLC | |
| By: | /s/ Kevin McGurn |
| Name: | Kevin<br>McGurn |
| Title: | Managing<br>Member |
| INSIDERS: | |
| --- | --- |
| /s/ Kevin McGurn | |
| Name: | Kevin<br> McGurn |
| /s/ George O’Leary | |
| Name: | George<br> O’Leary |
| /s/ Donald J. Trump Jr. | |
| Name: | Donald<br> J. Trump Jr. |
| /s/ Eric Trump | |
| Name: | Eric<br> Trump |
| /s/ Kyle Wool | |
| Name: | Kyle<br> Wool |
| /s/ Luisa Ingargiola | |
| Name: | Luisa<br> Ingargiola |
| /s/ Ted McDonagh | |
| Name: | Ted<br> McDonagh |
| /s/ Steven Scopellite | |
| Name: | Steven<br> Scopellite |
Acknowledged and Agreed:
| NEW AMERICA ACQUISITION I CORP. | |
|---|---|
| By: | /s/ Kevin McGurn |
| Name: | Kevin<br> McGurn |
| Title: | Chief<br> Executive Officer |
[SIGNATUREPAGE TO LETTER AGREEMENT]
Exhibit 10.5
NEWAMERICA ACQUISITION I CORP.
590 Madison Avenue, 39^th^ Floor
New York, NY 10022
December 3, 2025
| Re: | Administrative<br> Services Agreement |
|---|
Ladies and Gentlemen:
This letter of agreement by and between New America Acquisition I Corp. (the “Company”) and the Company’s sponsor, New America Sponsor I LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “RegistrationStatement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
(i) The Sponsor shall make available (or cause other persons to make available) to the Company, at 590 Madison Avenue, 39^th^ Floor, New York, NY 10022 (or any successor location of the Sponsor), certain office space and administrative services as may be reasonably required by the Company. As reimbursement therefor, the Company shall pay the Sponsor (and the Sponsor will receive on behalf of itself or, to the extent it causes another person to make support available to the Company, as nominee on behalf of such other person) the sum of $20,000 per month beginning on the Listing Date and continuing monthly thereafter until the Termination Date.
(ii) The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.
This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign either this letter agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party; provided, however, that the Sponsor may assign this letter agreement, in whole or in part, to Sponsor or any other person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Sponsor without the prior written approval of the Company. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
[SignaturePage Follows]
| Very<br> truly yours, | |
|---|---|
| NEW AMERICA ACQUISITION I CORP. | |
| By: | /s/ Kevin McGurn |
| Name: | Kevin<br> McGurn |
| Title: | Chief<br> Executive Officer |
| AGREED<br> TO AND ACCEPTED BY: | |
| --- | --- |
| NEW AMERICA SPONSOR I LLC | |
| By: | /s/ Kevin McGurn |
| Name: | Kevin<br> McGurn |
| Title: | Managing<br> Member |
[SIGNATUREPAGE TO ADMINISTRATIVE SERVICES AGREEMENT]
Exhibit10.6
INDEMNITYAGREEMENT
THISINDEMNITY AGREEMENT (this “Agreement”) is made as of December 3, 2025, by and between New America Acquisition I Corp., a Florida corporation (the “Company”), and the undersigned (“Indemnitee”).
RECITALS
**WHEREAS,**highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;
WHEREAS, while the Second Amended and Restated Articles of Incorporation as may be amended from time to time, the “Amended and RestatedArticles of Incorporation”) of the Company provide for the indemnification of the officers and directors of the Company, Indemnitee may also be entitled to indemnification pursuant to applicable Florida law, and the Amended and Restated Articles of Incorporation (provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;
WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Articles of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity, and Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified.
NOW,THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
TERMSAND CONDITIONS
1.SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
2.DEFINITIONS. As used in this Agreement:
(a) References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a Subsidiary (as defined below) of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another company, corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a Subsidiary of the Company.
(b) The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
(c) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:
(i) Acquisition of Shares by Third Party. Other than an affiliate of New America Sponsor I LLC, a Florida limited liability company (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;
(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
(iii) Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the company resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
(iv) Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.
(d) “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.
(e) “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.
(f) “Enterprise” shall mean the Company and any other company, corporation, constituent company or corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned Subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
(g) “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.
(h) “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(i) “FBCA” shall mean the Florida Business Corporation Act, as amended.
(j) References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.
(k) “Florida Court” shall mean the courts of the State of Florida.
(l) “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
(m) The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company.
(n) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.
(o) References to “serving at the request of the Company” shall include any service as a director, officer, employee agent or fiduciary of the Company or a Subsidiary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of theCompany” as referred to in this Agreement.
(p) The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
3.INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company except in accordance with Section 607.0851(4) of the FBCA. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
4.INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that, pursuant to the provisions of Section 607.0854 of the FBCA, any court in which the Proceeding was brought or the Florida Court shall determine upon application that, despite the adjudication of liability but in view of all the relevant circumstances of the case, it is fair and reasonable to indemnify, hold harmless or exonerate Indemnitee.
5.INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
6.INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
7.ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.
(a) Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves (i) willful or intentional misconduct or a conscious disregard for the best interests of the Company in a Proceeding by or in the right of the Company to procure a judgment in its favor or in a Proceeding by or in the right of a shareholder, (ii) a transaction in which a director or officer derived an improper personal benefit, (iii) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful or a knowing violation of the civil law or (iv) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the FBCA are applicable.
(b) Notwithstanding any limitation in Sections 3, 4, 5, except for Section 27, and subject to the limitations set forth in Section 7(a), the Company shall, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.
8.CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.
(a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
(b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
9.EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;
(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or
(c) except as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.
10.ADVANCES OF EXPENSES; DEFENSE OF CLAIM.
(a) Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, be unsecured and interest free. Advances shall, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Amended and Restated Articles of Incorporation, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.
11.PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
(a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
(b) Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.
12.PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
(a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders; provided that shares owned by or voted under the control of a director or officer who, at the time of the determination, is not a Disinterested Director or an officer who is a party to the Proceeding may not be counted as votes in favor of the determination. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected in the same manner set forth in Section 12(a)(i)-(ii) or, if there are fewer than two Disinterested Directors, by the Board, in which selection directors who are not Disinterested Directors may participate. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected, either the Company or Indemnitee may petition the Florida Court for the appointment as Independent Counsel of a person selected by the Florida Court, and the person so appointed shall act as Independent Counsel under Section (a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
13.PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law or the Amended and Restated Articles of Incorporation of the Company; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
(e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
14.REMEDIES OF INDEMNITEE.
(a) In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Florida Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Florida law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
(c) In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, or exonerated or to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, or exonerated or to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(d) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
(f) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Amended and Restated Articles of Incorporation now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(g) Interest shall be paid by the Company to Indemnitee at the legal rate under Florida law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless or exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.
15.SECURITY. Notwithstanding anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
16.NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Amended and Restated Articles of Incorporation, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Amended and Restated Articles of Incorporation or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) The FBCA and the Amended and Restated Articles of Incorporation permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“IndemnificationArrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Agreement or under the FBCA, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, including with respect to any insurance. The Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by the Company shall be deemed to relieve any insurer of its obligations.
(e) The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.
(f) Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates is secondary.
17.DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.
18.SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
19.ENFORCEMENT AND BINDING EFFECT.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
(b) Without limiting any of the rights of Indemnitee under the Amended and Restated Articles of Incorporation of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c) The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, and Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company.
20.MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
21.NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
(b) If to the Company, to:
New America Acquisition I Corp.
590 Madison Avenue
39^th^ Floor
New York, NY 10022
Attn: Kevin McGurn
With a copy, which shall not constitute notice, to
Paul Hastings LLP
2050 M Street NW
Washington, DC 20036
Attn: Brandon Bortner, Esq., and Ryan S. Brewer, Esq.
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
Attn: Gil Savir, Esq.
or to any other address as may have been furnished to Indemnitee in writing by the Company.
22.APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Florida Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Florida Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Florida Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Florida Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, shall be valid and sufficient service thereof.
23.IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24.MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
25.PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
26.ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by applicable law and the Amended and Restated Articles of Incorporation of the Company, the Company undertakes to cause such act, resolution, approval or other procedure to be effected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
27.WAIVER OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees that he or she does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim he or she may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.
28.MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
29.INTERPRETATION
In this Agreement:
| (a) | words<br> importing the singular number include the plural number and vice versa; words importing the masculine gender include the feminine<br> gender; words importing persons include corporations as well as any other legal or natural person; |
|---|---|
| (b) | “written”<br> and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an<br> electronic record; |
| --- | --- |
| (e) | “shall”<br> shall be construed as imperative and “may” shall be construed as permissive; |
| --- | --- |
| (f) | references<br> to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced; |
| --- | --- |
| (g) | any<br> phrase introduced by the terms “including”, “include”, “in particular” or any similar expression<br> shall be construed as illustrative and shall not limit the sense of the words preceding those terms; |
| --- | --- |
| (h) | the<br> term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or”<br> in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The<br> term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require<br> the conjunctive (in each case, unless the context otherwise requires); |
| --- | --- |
| (i) | headings<br> are inserted for reference only and shall be ignored in construing this Agreement; |
| --- | --- |
| (j) | any<br> requirements as to delivery under this Agreement include delivery in the form of an electronic record (as defined in the Uniform<br> Electronic Transactions Act (Revised) (the “Electronic Transmissions Act”)); |
| --- | --- |
| (k) | any<br> requirements as to execution or signature under this Agreement including the execution of this Agreement itself can be satisfied<br> in the form of an electronic signature (as defined in the Electronic Transactions Act (Revised)); |
| --- | --- |
| (l) | sections<br> 8 and 19(3) of the Electronic Transactions Act shall not apply. |
| --- | --- |
[Signature Page Follows]
INWITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
| NEW AMERICA ACQUISITION I CORP. | |
|---|---|
| By: | |
| Name: | Kevin<br> McGurn |
| Title: | Chief<br> Executive Officer |
[Signaturepage - Indemnity Agreement]
| INDEMNITEE |
|---|
| By: |
| Name: |
| Address: |
[Signaturepage - Indemnity Agreement]
Exhibit 99.1
NewAmerica Acquisition I Corp. Announces Pricing of
$300Million Initial Public Offering
NewYork, New York, December 3, 2025 — New America Acquisition I Corp. (the “Company”) today announced the pricing of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The units are expected to begin trading on the New York Stock Exchange under the ticker symbol “NWAXU” on December 4, 2025. Each unit consists of one share of Class A common stock of the Company and one-half of one redeemable public warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Company expects that the shares of Class A common stock and warrants will be listed on the New York Stock Exchange under the symbols “NWAX” and “NWAXW,” respectively. The offering is expected to close on December 5, 2025, subject to customary closing conditions.
The Company plans to target businesses that are not only well-positioned for long-term, sustainable growth, but also deeply aligned with the advancement of U.S. industrial capacity, technological leadership and innovation, and economic resilience. The core focus will be on companies headquartered or primarily operating in the United States that play a meaningful role in revitalizing domestic manufacturing, expanding innovation ecosystems, and strengthening critical supply chains. Through this strategy, the Company aims to generate long-term value while reinforcing America’s economic foundation and global competitiveness.
Dominari Securities LLC (“Dominari Securities”) and D. Boral Capital LLC (“D. Boral Capital”) are acting as co-book-running managers for the proposed offering. The Company has granted the underwriters a 45-day option to purchase up to 4,500,000 additional units at the initial public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any.
The offering is being made only by means of a prospectus. When available, copies of the final prospectus relating to the offering may be obtained 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; 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; or from the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.
A registration statement on Form S-1 relating to these securities became effective on November 19, 2025. 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.
CautionaryNote Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering, the closing of the offering, and the anticipated use of the net proceeds from the offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the Company will ultimately complete a business combination transaction in the sector it is targeting or at all. Management has based these forward-looking statements on its current expectations, assumptions, estimates, and projections. While they believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond management’s control. Forward-looking statements are subject to numerous conditions, 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 on Form S-1 and preliminary prospectus for the Company’s offering filed with the SEC. 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 release, except as required by law.
Contact
Brian S. Siegel, IRC®, M.B.A.
Senior Managing Director
Hayden IR - Chicago
(346) 396-8696 (o)
brian@haydenir.com