New America Acquisition I Corp. 8-K

What Happened

• On February 6, 2026 New America Acquisition I Corp. filed an 8‑K reporting that director George O’Leary resigned effective immediately (not due to any disagreement with management or the Board). The Board appointed Stefan C. Passantino as a Class I director (term to the first annual meeting) and Kyle Wool as a Class III director (term to the third annual meeting), increasing the Board from five to six members. Kyle Wool was also named Chairman of the Board and added to the Board’s Investment Committee.

Key Details

• Resignation: George O’Leary resigned effective February 6, 2026; resignation not due to any disagreement with management or the Board.
• Appointments: Stefan C. Passantino (Class I director, term to first annual meeting) and Kyle Wool (Class III director, term to third annual meeting) appointed effective February 6, 2026.
• Governance roles: Kyle Wool added to the Investment Committee (with Steve Scopellite and Kevin McGurn) and replaced Kevin McGurn as Chairman.
• Interests & agreements: Passantino will receive an indirect interest in 50,000 shares of Class B common stock via New America Sponsor I LLC; both new directors entered the Company’s standard indemnity agreement. Passantino is a signatory to the company’s December 3, 2025 letter agreement committing him to vote in favor of an initial business combination and to certain transfer restrictions and liquidation facilitation terms if no deal closes within specified IPO timelines.
• Independence: The Board determined Mr. Passantino is an independent director under NYSE listing standards.

Why It Matters

• Board and leadership changes can affect oversight of the SPAC’s search for and negotiation of an initial business combination. Kyle Wool’s appointment as Chairman and to the Investment Committee places him in a central role for deal evaluation and execution.
• Passantino’s signed IPO letter (voting and transfer commitments) and his 50,000 Class B interest mean he has contractual and economic ties relevant to voting outcomes around any proposed business combination or potential liquidation timelines. Investors should note these governance and voting arrangements when assessing control dynamics and potential outcomes of the SPAC process.