NWAX

Business Context and Reporting Period

New America Acquisition I Corp. (NWAX) is a blank check company incorporated in Florida on May 28, 2025, formed to effect a business combination with one or more target businesses, with a focus on technology, healthcare, and logistics. The company consummated its Initial Public Offering (IPO) on December 5, 2025, raising $345 million. As of March 31, 2026, the company had not commenced any operations; all activity relates to formation, the IPO, and identifying a target. The reporting period covers the three months ended March 31, 2026.

Key Financial Metrics

Material Changes vs. Prior Period

• Trust Account Growth: Cash held in the Trust Account increased from $345,917,508 at December 31, 2025, to $348,919,571 at March 31, 2026, driven by $3.0 million in interest income.
• Liabilities: Total liabilities increased from $885,155 to $1,724,935. This was primarily due to an increase in income tax payable (from $232,542 to $862,975) and accrued expenses/offering costs (from $637,368 to $750,941).
• Equity: Total Shareholders' Equity decreased from $890,858 to $578,883. This reduction was caused by a non-cash remeasurement of Class A common stock subject to possible redemption ($2,371,630 charge), which was partially offset by the net income for the period.
• Operating Costs: Formation and operating costs for the quarter were $311,975.

Outlook, Risks, and Contingencies

• Combination Period: The company has 18 months from the IPO closing (December 5, 2025) to consummate a business combination, extendable to 24 months if a definitive agreement is signed within the first 18 months. Failure to complete a combination will result in liquidation and redemption of public shares.
• Liquidity: The company holds $855,526 outside the trust account for working capital. Management believes this is sufficient for operations through the earlier of a business combination or one year from filing. The company may seek working capital loans from the Sponsor (up to $2.5 million convertible) if needed.
• Contingent Fees: The company has a deferred underwriting fee of up to 5.0% of gross proceeds ($17,250,000) payable only upon the consummation of a business combination. Additionally, $750,941 in service provider fees are deferred until a business combination.
• Internal Controls: Management concluded that disclosure controls and procedures were not effective as of March 31, 2026, due to a lack of segregation of duties and insufficient written policies.
• Risk Factors: Risks include the inability to complete a business combination, geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts), and the Sponsor's inability to satisfy indemnification obligations if third-party claims reduce trust account funds below $10.00 per share.

Investor Verification Checklist

• Trust Account Balance: Verify the current interest rate environment and the specific balance in the Trust Account to confirm the redemption value per share remains above $10.00.
• Internal Control Deficiencies: Assess the remediation plan for the ineffective disclosure controls and procedures cited in Item 4.
• Deferred Liabilities: Confirm the status of the $17.25 million deferred underwriting fee and $750,941 in accrued service fees, noting these are contingent on a successful merger.
• Extension Timeline: Monitor the 18-month deadline (June 2027) for completing a business combination and any potential shareholder votes required for extensions.
• Working Capital: Review the burn rate of the $855,526 held outside the trust to ensure sufficiency for the search period without requiring dilutive financing.