New America Acquisition I Corp-A美股招股说明书(2025-12-04版)

$300,000,000New America Acquisition I Corp.30,000,000 Units New America Acquisition I Corp. is a blank check company incorporated in the State of Florida and formed for the purpose ofeffecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combinationwith one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selectedany business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. While we may pursue an acquisition opportunity in any business, industry, sector orgeographical location, we intend to identify and acquire a business where we believe our management teams’ and our affiliates’expertise will provide us with a competitive advantage, including technology, healthcare and logistics industries. We will seek toacquire one or more businesses with an aggregate enterprise value of $700 million or greater, although, if we believe it is in the bestinterests of our stockholders, we may pursue a business combination with a target below that size. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class Acommon stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of ClassA common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. Nofractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will becomeexercisable 30 days after the completion of our initial business combination and will expire five years after the completion of ourinitial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day optionfrom the date of this prospectus to purchase up to an additional 4,500,000 units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against,our initial business combination, all or a portion of their shares of Class A common stock that were sold as part of the units in thisoffering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days priorto the consummation of our initial business combination, including interest earned on the funds held in the trust account, less taxespayable, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.The proceeds placed in the trust account and the interest earned thereon will not be used to pay for possible excise tax or any other feesor taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation anyexcise tax due under the Inflation Reduction Act of 2022 on any redemptions or share buybacks by our company. See“Summary —The Offering — Redemption rights for public stockholders upon completion of our initial business combination” and “Summary —The Offering — Redemption of public shares and distribution and liquidation if no initial business combination”for more information. Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination, and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedarticles of incorporation provide that a public stockholder, together with any affiliate of such stockholder or any other person withwhom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the sharessold in this offering without our prior consent. However, our amended and restated articles of incorporation do not restrict ourstockholders’ ability to vote all their shares (including all shares held by those stockholders that hold more than 15% of the shares soldin this offering) for or against our initial business combination. See“Summary — The Offering — Limitation on redemption rights ofstockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote”for further discussion of certainlimitations on redemption rights. Our sponsor, New America Sponsor I LLC, has committed to purchase an aggregate of 600,000 private placement units (whetheror not the over-allotment option is exercised) at a price of $10.00 per unit for an aggregate purchase price of $