{"url_path":"/sec/nwax-wt/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 **","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2074878/0001493152-26-022814-index.html","accession_number":"0001493152-26-022814","cik":"0002074878","ticker":"NWAX","issuer_name":"New America Acquisition I Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074878/0001493152-26-022814-index.html","primary_entity_key":"0002074878","primary_entity_name":"New America Acquisition I Corp."},"word_count":402,"has_tables":true,"body_markdown":"**Item\n2.**\n**Unregistered\nSales of Equity Securities and Use of Proceeds.**\n\n \n\nOn\nMay 28, 2025, we issued 12,500,000 founder shares to our sponsor for $25,000.\n\n \n\nSimultaneously\nwith the consummation of the Initial Public Offering, we consummated the Private Placement of an aggregate of 600,000 private placement\nunits. The private placement units, which were purchased by the sponsor, are identical to the units, except that, they (i), subject to\ncertain limited exceptions, will be subject to transfer restrictions until the consummation of our initial business combination and (ii)\nwill be entitled to registration rights. In addition, the shares of Class A common stock underlying the warrants included in the private\nplacement units do not have redemption rights. No underwriting discounts or commissions were paid with respect to the sale of the private\nplacement units. The issuance of the private placement units was made in reliance on the exemption from registration provided by section\n4(a)(2) of the Securities Act.\n\n \n\nWe\nalso issued to each of the representatives 1,100,000 shares of Class A common stock upon the consummation of the Initial Public Offering.\nThe representative shares are identical to shares of Class A common stock included in the units, except that these securities cannot\nbe sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction\nthat would result in the economic disposition of the securities by any person for a period of 180 days from the date of the Initial Public\nOffering except as permitted under FINRA Rule 5110(e)(2). The representatives have agreed not to transfer, assign or sell any representative\nshares until the completion of our initial business combination without our written consent. In addition, each of the representatives\nhas agreed (i) to waive its redemption rights with respect to the representative shares in connection with the completion of our initial\nbusiness combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the representative\nshares if we fail to complete our initial business combination within the period of time provided in our amended and restated articles\nof incorporation. The issuance of the representative shares was made in reliance on the exemption from registration provided by Section\n4(a)(2) of the Securities Act.\n\n \n\nFor\na description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report on Form\n10-Q."}