NWAX 8-K
New America Acquisition I Corp. (NWAX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Resignation
On February 6, 2026, George O’Leary resigned, effective immediately, as a director of New America Acquisition I Corp. (the “Company”). Mr. O’Leary’s resignation was not because of any disagreement with management or the Board of Directors of the Company (the “Board”) on any matter relating to the Company’s operations, policies or practices.
Director Appointments
On February 6, 2026, the Board appointed each of Stefan C. Passantino and Kyle Wool (each, a “Director”) as a Class I Director and a Class III Director of the Company, effective immediately, to hold office until the first and third annual meeting of shareholders of the Company, respectively, and appointed Kyle Wool to the Investment Committee of the Board, which consists of Kyle Wool, Steve Scopellite and Kevin McGurn.
In addition, the Board appointed Mr. Wool to replace Kevin McGurn as the Chairman of the Board. As a result of the appointments, the size of the Board has been increased from five directors to six directors.
The Company also entered into an indemnity agreement with each of Messrs. Passantino and Wool in the same form as its standard form of indemnity agreement with its other directors and in the same form as previously filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2025. Furthermore, Mr. Passantino is a signatory to the letter agreement, dated December 3, 2025, as previously filed with the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2025, entered into by the Company and its directors and officers and members of the advisory board of the Company in connection with the Company’s initial public offering (“IPO”), pursuant to which Mr. Passantino has agreed to (i) vote any shares held by him in favor of the Company’s initial business combination, (ii) facilitate the liquidation and winding up of the Company if an initial business combination is not consummated 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) or such longer period as is approved by the Company’s shareholders, (iii) certain transfer restrictions with respect to the Company’s securities, and (iv) certain indemnification obligations.
The Board affirmatively determined that Mr. Passantino is an independent director within the meaning of the New York Stock Exchange listing standards. In connection with Mr. Passantino’s appointment as a director of the Company, Mr. Passantino will receive an indirect interest in 50,000 shares of Class B common stock of the Company through membership interests in New America Sponsor I LLC, a Florida limited liability company.
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: February 9, 2026
| New America Acquisition I Corp. | ||
| By: | /s/ Kevin McGurn | |
| Name: | Kevin McGurn | |
| Title: | Chief Executive Officer | |