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, focusing on technology, healthcare, and logistics sectors. The company consummated its Initial Public Offering (IPO) on December 5, 2025, raising $345 million. This Form 10-Q covers the quarterly period ended June 30, 2026. As of the reporting date, the company has not commenced operations and is in the process of identifying a target for a business combination.

Key Financial Metrics

Material Changes vs. Prior Period

• Profitability: The company reported a net income of $3.92 million for the six months ended June 30, 2026, compared to a net loss of $30,000 for the period from inception (May 28, 2025) through June 30, 2025. This shift is primarily driven by $6.03 million in interest income earned on the Trust Account, which was non-existent in the prior period.
• Trust Account Growth: Cash held in the Trust Account increased from $345.92 million as of December 31, 2025, to $351.94 million as of June 30, 2026, due to accrued interest.
• Liabilities: Total current liabilities increased significantly to $2.60 million from $247,787 at year-end 2025. This increase is largely attributed to a rise in income tax payable to $1.76 million and accrued expenses/offering costs of $771,094.
• Operating Cash Flow: Net cash used in operating activities was $284,387 for the six months ended June 30, 2026, compared to zero in the prior period.

Outlook, Risks, and Management Commentary

• Business Combination Deadline: The company has until June 5, 2027 (18 months from IPO closing) to consummate a business combination, extendable to 24 months if a definitive agreement is signed within the initial 18 months. If no combination occurs, the company will liquidate.
• Going Concern: Management has determined that the timing of the potential liquidation raises substantial doubt about the company's ability to continue as a going concern past June 5, 2027.
• Liquidity: The company holds $659,719 in cash outside the Trust Account to fund operations. Management believes this is sufficient to operate through the deadline but may seek working capital loans from the Sponsor or affiliates if necessary.
• Internal Controls: The company disclosed that its disclosure controls and procedures were not effective as of June 30, 2026, due to material weaknesses related to a lack of segregation of duties and insufficient written policies.
• Contingent Liabilities: The company has a deferred underwriting fee of up to $17.25 million payable upon the consummation of a business combination. Additionally, the Sponsor has agreed to indemnify the company against certain third-party claims to ensure the Trust Account remains at least $10.00 per share, though the Sponsor's ability to satisfy this is not guaranteed.

Investor Verification Checklist

• Trust Account Balance: Verify the current per-share redemption value ($10.15) against the Trust Account balance to ensure it covers the $10.00 minimum plus accrued interest.
• Internal Control Weaknesses: Assess the impact of the ineffective disclosure controls and lack of segregation of duties on the reliability of future financial reporting.
• Liquidity Sufficiency: Monitor the $659,719 cash balance outside the Trust Account to ensure it covers the estimated $2.3 million in annual operating expenses (accounting, legal, audit, insurance, etc.) until the June 2027 deadline.
• Extension Provisions: Review the specific terms required to extend the business combination deadline beyond 18 months and the associated costs.
• Deferred Fees: Confirm the status of the $17.25 million deferred underwriting fee and the $771,094 in accrued service provider fees.