New America Acquisition I Corp. Files 8-K with Key Corporate Updates

TL;DR

NWAX files 8-K: material agreements, equity sales, exec changes, charter amendments. Big day for the SPAC.

AI Summary

New America Acquisition I Corp. (formerly America First Acquisition I Corp.) filed an 8-K on December 5, 2025, reporting on several events. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in directors and officers, amendments to its articles of incorporation, and other events. The company, incorporated in Florida, has its principal executive offices in New York, NY.

Why It Matters

This 8-K filing signals significant corporate actions and potential strategic shifts for New America Acquisition I Corp., which could impact its future business operations and investor outlook.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks related to compliance and future dilution.

Key Numbers

• 001-42988 — SEC File Number (Identifies the specific SEC filing series for the company.)
• 251553550 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• New America Acquisition I Corp. (company) — Filer of the 8-K
• America First Acquisition I Corp. (company) — Former name of the filer
• 20251205 (date) — Filing date of the 8-K
• 20251203 (date) — Period of report
• 590 Madison Avenue, New York, NY 10022 (location) — Business and mail address

FAQ

Key Financial Figures

• $0.0001 — hare of Class A common stock, par value $0.0001 per share, and one-half of one redeemab
• $11.50 — A common stock at an exercise price of $11.50 NWAXW The New York Stock Exchange
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $345,000,000 — per Unit, generating gross proceeds of $345,000,000 (before underwriting discounts and comm
• $20,000 — reasonably required by the Company, for $20,000 per month until the earlier of the cons

Filing Documents

• form8-k.htm (8-K) — 76KB
• ex1-1.htm (EX-1.1) — 299KB
• ex3-1.htm (EX-3.1) — 95KB
• ex4-1.htm (EX-4.1) — 213KB
• ex10-1.htm (EX-10.1) — 54KB
• ex10-2.htm (EX-10.2) — 125KB
• ex10-3.htm (EX-10.3) — 142KB
• ex10-4.htm (EX-10.4) — 60KB
• ex10-5.htm (EX-10.5) — 19KB
• ex10-6.htm (EX-10.6) — 128KB
• ex99-1.htm (EX-99.1) — 10KB
• 0001493152-25-026402.txt ( ) — 1672KB
• nwaxu-20251203.xsd (EX-101.SCH) — 4KB
• nwaxu-20251203_def.xml (EX-101.DEF) — 27KB
• nwaxu-20251203_lab.xml (EX-101.LAB) — 38KB
• nwaxu-20251203_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 8KB

From the Filing

UNITED 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 Date of Report (Date of earliest event reported): December 3, 2025 NEW AMERICA ACQUISITION I CORP. (Exact name of registrant as specified in its charter) Florida 001-42988 39-2431245 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 590 Madison Avenue , 39th Floor New York , NY 10022 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (917) 576-6828 Not Applicable (Former name 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange 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 Underwriting Agreement, dated December 3, 2025, by and among the Company and Dominari Securities LLC and D. Boral Capital LLC, as representatives (the " Representatives ") of the several underwriters named on Schedule A thereto, which contains customary representations and warranties by the Company, conditions to closing and indemnification obligations of the Company and the underwriters; a Private Placement Units Purchase Agreement, dated December 3, 2025, by and between the Company and New America Sponsor I LLC (the " Sponsor "), pursuant to which the Sponsor purchased 600,000 private placement units (the " Private Placement Units "); a Warrant Agreement, dated December 3, 2025, by and between the Company and Odyssey Transfer and Trust Company, as warrant agent (the " Warrant Agreement "), which sets forth the expiration and exercise price of, and procedures for exercising, the Public Warrants and the warrants contained in the Private Placement Units (the " Private Placement Warrants " and, together with the Public Warrants, the " Warrants "); certain adjustment features of the terms of exercise; provisions relating to cashless exercise of the Warrants; provisions related to the redemption of the Public Warrants; provisions for amendments to the Warrant Agreement;

View Full Filing

View this 8-K filing on SEC EDGAR