New America Acquisition I Corp.

S-11 forms-1.htm S-1

As filed with the U.S. Securities and Exchange Commission on August 4, 2025.

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

590 Madison Avenue, 39 th Floor

New York, NY 10022

Telephone: +1 (917) 576-6828

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kevin McGurn

Chief Executive Officer and Chief Financial Officer

590 Madison Avenue, 39 th Floor

New York, NY 10022

Telephone: +1 (917) 576-6828

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains a prospectus relating to the initial public offering of units of New America Acquisition I Corp. for $10.00 per unit, each consisting of one share of Class A common stock and one-half of one redeemable warrant, as described in more detail in the prospectus contained herein. The complete prospectus relating to the initial public offering of our units (the “IPO Prospectus”) follows immediately after this Explanatory Note. Following the IPO Prospectus are certain pages of the prospectus relating solely to the offer and sales of units of New America Acquisition I Corp. in connection with certain market making transactions that may be effected by Dominari Securities and D. Boral Capital in the secondary market for 30 days following the date of the IPO Prospectus (together with the remainder of the prospectus as modified as indicated below, the “Market Making Prospectus”), including an alternate front and back cover page, an alternate table of contents and alternate sections entitled*“Summary — The Offering,” “Use of Proceeds”* and*“Plan of Distribution.”* Such alternate pages have been marked “Alternate Pages for Market Making Prospectus.” The Market Making Prospectus will not include the information in the sections of the IPO Prospectus entitled*“Risk Factors — Our initial stockholders paid an aggregate of $25,000, or $0.002 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of Class A common stock,” “Risk Factors — The determination of the offering price of our units, the size of this offering and the terms of the units is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company,” “Dilution,” “Capitalization,”* and*“Underwriting.”* All other sections of the IPO Prospectus are to be used in the Market Making Prospectus. A complete version of each of the IPO Prospectus and the Market Making Prospectus will be filed with the U.S. Securities and Exchange Commission in accordance with Rule 424 under the Securities Act of 1933, as amended.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

$300,000,000

New America Acquisition I Corp. is a blank check company incorporated in the State of Florida and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition opportunity in any business, industry, sector or geographical 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 to acquire one or more businesses with an aggregate enterprise value of $700 million or greater, although, if we believe it is in the best interests 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 A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from 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 this offering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account, less taxes payable, 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 fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise 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 not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated articles of incorporation provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, will not restrict our stockholders’ ability to vote all their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. See*“Summary — The Offering — Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote”* for further discussion of certain limitations on redemption rights.

Our sponsor, New America Sponsor I LLC, has committed to purchase an aggregate of 600,000 private placement units (whether or not the over-allotment option is exercised) at a price of $10.00 per unit for an aggregate purchase price of $6,000,000. Each private unit will be identical to the units sold in this offering, except as described in this prospectus. The private units will be sold in a private placement that will close simultaneously with the closing of this offering. Institutional investors (none of which are affiliated with any member of our management, our sponsor, the representatives of the underwriters (as identified below) or any other investor), which we refer to as the “non-sponsor investors” throughout this prospectus, have expressed to us an interest in purchasing, indirectly through the purchase of non-managing sponsor membership interests, an aggregate of 600,000 private placement units (whether or not the over-allotment option is exercised) at a price of $10.00 per unit for an aggregate purchase price of $6,000,000 in a private placement that will close simultaneously with the closing of this offering. Subject to each non-sponsor investor purchasing, through the sponsor, the private placement units allocated to it, the sponsor will issue membership interests at a nominal purchase price to the non-sponsor investors reflecting indirect interests in an aggregate of 5,000,000 founder shares (as defined below) held by the sponsor (whether or not the over-allotment option is exercised).

On May 28, 2025, our sponsor purchased, and the Company issued to the sponsor, 12,500,000 shares of Class B common stock for an aggregate purchase price of $25,000. These shares (the “founder shares”) will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. Immediately following this offering, the percentage ownership of the Company attributable to the founder shares will vary depending on the extent to which the underwriters elect to exercise their over-allotment option. At such time, if the underwriters’ exercise their over-allotment in full, our sponsor will own approximately 26.6% of our issued and outstanding shares of common stock; if the underwriters do not exercise their over-allotment option, our sponsor will own approximately 29.4% of such shares; and if the underwriters exercise their over-allotment option but only in part, our sponsor will own a percentage of such shares between approximately 26.6% and approximately 29.4%, in proportion to the extent of the partial option exercise.

The sponsor is deemed to have purchased the founder shares for $0.002 per share. Because our sponsor acquired the shares of Class B common stock at a nominal price, our public stockholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, approximately 26.6% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of this offering (including all shares of Class A common stock issuable pursuant to an exercise of the underwriters’ over-allotment option, if any; the shares of Class A common stock that are included within the private units; the representative shares; and the founder shares issued before the closing of this offering), plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans as described herein) minus (iii) any redemptions of shares of Class A common stock by public stockholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. As a result, the shares of Class A common stock issuable in connection with the conversion of the founder shares may result in material dilution to our public stockholders due to the anti-dilution rights of our founder shares that may result in an issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion. Public stockholders will experience additional dilution from the issuance of the shares (the “private shares”) underlying the private units (including private shares underlying private units issued upon conversion of working capital loans). Further, upon exercise of the warrants underlying the private placement units (the “private warrants”), we will issue an aggregate of 300,000 shares of Class A common stock. Additional shares may be issued upon exercise of any private warrants underlying private units issued upon conversion of working capital loans. The exercise of warrants would cause the actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized. See “Summary – The Offering – Founder shares conversion and anti-dilution rights” and*“Dilution.*”

Prior to the closing of our initial business combination, only holders of our shares of Class B common stock will have the right to vote to appoint and remove directors. On any other matters submitted to a vote of our stockholders prior to or in connection with the completion of our initial business combination, holders of the shares of Class B common stock and holders of the shares of Class A common stock will vote together as a single class, except as required by law. Upon consummation of this offering or thereafter, we will repay up to $350,000 in loans made to us by our sponsor to cover offering-related and organizational expenses, and we will begin paying an affiliate of our sponsor $20,000 per month for office space, administrative services and compensation for sponsor officer time made available to us. In the event that following this offering we obtain working capital loans from our sponsor or any of its affiliates or from our officers or directors to finance transaction costs related to our initial business combination, up to $2,500,000 of such loans may be convertible into private units of the post-business combination entity at a price of $10.00 per unit at the option of the applicable lender. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on the one hand, and purchasers in this offering on the other. See*“Summary — Sponsor Information,” “Summary — The Offering — Founder Shares,” “Summary — The Offering — Transfer Restrictions on Founder Shares,” and “Summary — The Offering — Founder Shares Conversion and Anti-Dilution Rights” and “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our shares of common stock to materially decline.” for further discussion of our sponsor’s and our affiliates’ securities and compensation.*

The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our sponsor, officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public stockholders. If we are unable to complete our initial business combination within 18 months from the closing of this offering (or 24 months from the closing of this offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of this offering) (as may be extended by stockholder approval to amend our amended and restated articles of incorporation to extend the date by which we must consummate our initial business combination), or by such earlier liquidation date as our board of directors may approve, the founder shares and private units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public stockholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. If we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. We may also engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Any such salary or fee would be paid using available working capital funds (including proceeds from any promissory notes issued by us and funds released from the trust account upon completion of our initial business combination). As of the date of this prospectus, no arrangements are currently in place with respect to the payment of any finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, or with respect to the payment of a salary or other fee to our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination or any other transaction. Additionally, our sponsor, officers and directors, or any affiliate of theirs, will be entitled to certain payments including, but not limited to, reimbursement for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We will reimburse an affiliate of our sponsor in an amount equal to $20,000 per month for office space, administrative services and compensation for sponsor officer time made available to us, as described elsewhere in this prospectus. In addition, certain of our officers, independent directors and members of our advisory board have received or will receive for their services as a director or an advisory board member an indirect interest in the founder shares through membership interests in our sponsor. Donald J. Trump Jr. has received an indirect interest in 2,000,000 founder shares through membership interests in our sponsor, Eric Trump has received an indirect interest in 3,000,000 founder shares through membership interests in our sponsor, Kevin McGurn will receive an indirect interest in 1,000,000 founder shares through membership interests in our sponsor, [] will receive an indirect interest in [] founder shares through membership interests in our sponsor, [] will receive an indirect interest in [] founder shares through membership interests in our sponsor and [] will receive an indirect interest in [] founder shares through membership interests in our sponsor. As a result of their indirect interest in the founder shares through membership interests in our sponsor, our management team may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In addition, upon consummation of this offering, we will repay up to $350,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor or any of its affiliates or from our officers or directors to finance transaction costs related to our initial business combination, up to $2,500,000 of such loans may be convertible into private units of the post-business combination entity at a price of $10.00 per unit at the option of the applicable lender. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

The nominal purchase price paid by our sponsor for the founder shares creates an incentive whereby our sponsor, officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public stockholders. See the section titled*“Dilution” for more information.*See the sections titled “Summary — Sponsor Information,” “Summary — Conflicts of Interest,” “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination,” “Risk Factors — Since our sponsor, officers and directors, and any other holders of our founder shares may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination,” “Management and Advisory Board — Conflicts of Interest” and “Underwriting” for more information.

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (“NTBV”), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. The below calculations do not take into account the fee payable by us pursuant to the Business Combination Marketing Agreement, as such fee is contingent upon our consummation of an initial business combination.See the section titled “Dilution” for more information.

Our sponsor, members of our management team and our independent directors (as consideration for each such director’s service as a director, as further described in this prospectus) will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. In particular, Mr. McGurn is the chief executive officer and serves on the board of directors of Yorkville Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company with limited liability and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which completed its initial public offering on June 30, 2025 and raised aggregate proceeds of $150,000,000. Yorkville Acquisition Corp. is currently searching for a business combination target. Mr. McGurn owes fiduciary duties under Cayman Islands law to Yorkville Acquisition Corp. As a result, there may be actual or potential material conflicts of interest between our sponsor and our management team and their respective affiliates on the one hand, and purchasers in this offering on the other.See the sections titled “Summary — Conflicts of Interest”, “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management and Advisory Board — Conflicts of Interest” for more information.

We have until the date that is 18 months from the closing of this offering (or 24 months from the closing of this offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of this offering) (as may be extended further by stockholder approval to amend our amended and restated articles of incorporation to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 18-month period (or 24-month period if we have executed a definitive agreement for an initial business combination within 18 months from the closing of this offering), we may seek stockholder approval to amend our amended and restated articles of incorporation to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek stockholder approval for an extension or the length of time of any such extension. However, if we seek stockholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within 18 months from the closing of this offering (or 24 months from the closing of this offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of this offering), or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein.

Of the proceeds we receive from this offering and the sale of the private units described in this prospectus, $300,000,000, or $345,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be placed in a U.S.-based trust account with Odyssey Transfer and Trust Company acting as trustee.

Currently, there is no public market for our units, shares of Class A common stock or warrants. We intend to apply to have our units listed on the New York Stock Exchange (the “NYSE”) under the symbol “ ,” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the 52 nd day following the date of this prospectus unless Dominari Securities and D. Boral Capital, the representatives of the underwriters, inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the shares of Class A common stock and warrants will be listed on the NYSE under the symbols “ ” and “ ,” respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See*“Risk Factors”* beginning on page 39 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Securities Act Rule 419 (“Rule 419”) blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [ ], 2025.

** , 2025**

Table of Contents****

We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

i

Trademarks

This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

ii

Summary

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

OUR COMPANY

We are a blank check company incorporated on May 28, 2025 as a Florida corporation and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business. We will seek to acquire one or more businesses with an aggregate enterprise value of $700 million or greater, although, if we believe it is in the best interests of our stockholders, we may pursue a business combination with a target below that size.

We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Not only does our management team bring a combination of operating, investing, financial and transactional experience, but members of our management team have also worked closely together in the past at multiple operating companies and have successfully identified and closed two special purpose acquisition company business combinations. Our team has broad sector knowledge though their collective involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities allowing access to different sectors of the capital markets.

Our Management Team

Our management team is led by Kevin McGurn, our Chairman, Chief Executive Officer and Chief Financial Officer.

Kevin McGurn has served as our Chairman, Chief Executive Officer and Chief Financial Officer since July 2025. Mr. McGurn has served as chief executive officer of Yorkville Acquisition Corp., a special purpose acquisition company, since March 31, 2025 and is a member of its board of directors. Mr. McGurn most recently served as Vice President of Advertising Solutions at T-Mobile, where he led initiatives across digital and programmatic advertising platforms. Prior to that, from 2018 to 2023 he was President at Vevo LLC, a global music video platform jointly owned by Universal Music Group and Sony Music Entertainment, where he was responsible for monetization, sales strategy, and global partnerships. Earlier in his career, from 2007 to 2013, Mr. McGurn served as Senior Vice President of Advertising Sales at Hulu, where he helped to launch and scale the company’s ad-supported streaming business. He has also held an independent board role at Zype, Inc., a video infrastructure platform that was acquired by Backlight, a portfolio company of PSG. Mr. McGurn currently serves in an advisory capacity to TMTG, supporting the company’s diligence and strategy around mergers and acquisitions, subscription video on demand (SVOD) and social networking platforms, including Truth+ and Truth Social. He is also a limited partner and strategic entrepreneurial advisor to Revel Partners, a venture capital firm focused on B2B SaaS and media innovation, and Alpine Meridian, a venture capital fund with investments across digital media and consumer technology. Mr. McGurn has cultivated extensive relationships across media, entertainment, technology, telecommunications, and music industries. Mr. McGurn graduated from Ohio Wesleyan University in 1998 with a BA in History and was a two-time NCAA all-America pick in the sport of lacrosse.

Our Board of Directors

Our board of directors will include five members upon the commencement of trading of the units on the NYSE. The board will be led by our Chairman, Kevin McGurn (who also serves as our Chief Executive Officer and Chief Financial Officer), and will include [], [], [_] and []. Each board member brings diversity of experience, perspective and industry contacts that when combined create a distinguished board of directors.

We have established an advisory board, the role and functions of which will be determined by the board of directors from time to time. We currently expect our advisory board to, upon the request of the directors, provide its business insights when we assess potential business combination targets identified by us and as we work to create additional value in the business or businesses that we acquire. The role of the advisory board is consultative in nature to support our directors and officers in operating our business, and it will not perform managerial board or committee functions. Members of the advisory board will not be subject to the fiduciary requirements to which our board of directors are subject, nor will advisory board members have any internal voting or decision making role, or any authority to act on our behalf. The board of directors is not required to follow any advice, comments or recommendations of the advisory board in relation to the matters described herein. However, we have agreed to consult with our advisory board prior to advancing our process with potential business combination targets. The consultation process we have agreed to is detailed below. We may modify or expand our roster of advisory board members as we source potential business combination targets or work to create value in the business or businesses that we acquire.

We have agreed that we shall notify (the “LOI Notice”) members of our advisory board of the identity of any target or counterparty (the “Potential Target”) that we intend to deliver a letter of intent (“LOI”) to regarding a potential business combination at least seven days prior to the date on which we expect to deliver such LOI to the Potential Target (such date, the “LOI Notice Date”). Members of our advisory board will within fourteen days of the LOI Notice Date notify (the “LOI Response”) us if the advisory board member intends to exercise the Resignation Right (as defined below) if we enter into a business combination with the Potential Target identified in the LOI Notice (the “Identified Target”). We have also agreed notify the advisory board member at least fourteen days prior to the date on which we intend to publicly disclose such proposed business combination with the Identified Target (the “Notification Period”). During the Notification Period, a member of our advisory board will, regardless of the indication provided by the Advisor in the LOI Response, have the right, exercisable in their sole discretion, to resign from our advisory board by providing written notice to us that the advisory board member has elected to resign from the advisory board as they do not support us entering into a business combination with the Identified Target (the “Resignation Right”). In the event the advisory board member elects to exercise their Resignation Right, we have agreed to include in our public disclosure regarding the business combination a statement that such advisory board member(s) resigned from our advisory board immediately prior to the execution of the definitive agreement related to the business combination with the Identified Target as they do not support such proposed business combination. Any advisory board member that exercises their Resignation Right, will be entitled to retain all founder shares held by such advisory board member as of the date such advisory board member exercises the Resignation Right subject to certain exceptions.

Donald J. Trump Jr. is the Executive Vice President of The Trump Organization, responsible for overseeing the company’s extensive real estate portfolio, media and other business interests around the globe. Mr. Trump currently serves as a director of both Trump Media & Technology Group Corp. (Nasdaq: DJT) and PSQ Holdings, Inc. (NYSE: PSQH). Over the course of his career, Mr. Trump has played a critical role in the development of many of The Trump Organization’s most successful real estate projects and has helped expand the company’s business holdings around the world. In addition to his real estate interests, Mr. Trump is an accomplished and sought-after speaker. He has spoken extensively throughout the United States and internationally and maintains an influential social media presence. Mr. Trump received his bachelor’s degree in Finance and Real Estate from the Wharton School of Finance at the University of Pennsylvania.

Eric Trump is the Executive Vice President of The Trump Organization, responsible for overseeing the management and operation of the Trump empire worldwide. Eric oversees all aspects of Trump Hotels, Trump Golf, the Trump Organization’s commercial real estate portfolio, Trump Winery as well as the company’s expansion in all sectors worldwide. Eric also spearheads some of the country’s largest cryptocurrency ventures and is one of the most vocal advocates of his father and the Make America Great Again movement. He has worked to raise over $50 million for St. Jude Children’s Research Hospital in the fight against pediatric cancer. Eric is a graduate of Georgetown University with a degree in Finance and Management and currently resides in Florida with his wife, Lara and their two children, Luke and Carolina.

Kyle Wool has been President of Dominari Holdings Inc. (Nasdaq: DOMH) since December 2023 and chief executive officer of Dominari Securities, a co-book-running manager and a representative of the underwriters in this offering, since May 2023. Prior to that, Mr. Wool was the non-executive Chairman of Revere Wealth Management, where he provided integrated strategies designed to help build, manage and preserve wealth for wealthy families, endowments and foundations. Prior to his employment at Revere Wealth Management, Mr. Wool was an Executive Director at Morgan Stanley (NYSE: MS) from May 2013 to January 2021, where he provided strategic wealth management and investing guidance to his clients. Mr. Wool was employed at Oppenheimer and Co., Inc. in a number of roles, where he provided strategic wealth management and investing guidance to his clients, from 2005 to 2013. Specifically, from 2010 until 2013, Mr. Wool served as a Managing Director of the Professional Investors Group for Oppenheimer Asia Ltd. Mr. Wool currently serves as a board member of LifeLine NY, a charity foundation focused on attaining medical equipment for the underprivileged children of Serbia and a board member of CIRSD (Center for International Relations and Sustainable Development), whose mission is to empower youth in communities with the greatest need to reach their full potential and pursue higher education. Mr. Wool is also a board member of the LangLang International Music Foundation. Mr. Wool holds a degree from State University of New York at Binghamton.

With respect to the above, past performance of our management team or any of their respective affiliates is not a guarantee of (i) success with respect to a business combination that may be consummated, (ii) the ability to successfully identify and execute a transaction or (iii) the ability to assess the risk of potential transactions. You should not rely on the historical performance record of our management team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under*“Management and Advisory Board — Conflicts of Interest.”*

Business Strategy

Our objective is to target businesses that are not only well-positioned for long-term, sustainable growth, but also deeply aligned with the advancement of U.S. industrial capacity, technological leadership and innovation, and economic resilience. The core focus will be on companies headquartered or primarily operating in the United States that play a meaningful role in revitalizing domestic manufacturing, expanding innovation ecosystems, and strengthening critical supply chains. Through this strategy, we are aiming to generate long-term value while reinforcing America’s economic foundation and global competitiveness.

We will leverage our sponsor’s robust network, strategic Advisory Board and our management team’s comprehensive industry relationships as a leader in SPAC advisory and investment banking to generate a pipeline of compelling business combination opportunities. Our management team and Advisory Board, and in collaboration with Dominari Securities and D. Boral Capital and their respective affiliates, bring proven expertise and will leverage their networks and comprehensive industry relationships to generate a pipeline of compelling business combination opportunities. Our management team and Advisory Board and their respective affiliates, bring proven expertise in:

While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on opportunities headquartered and operating primarily in the United States with a strong foundation for domestic growth.

We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will focus on these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. We may decide to enter into our initial business combination with a target business that does not meet any of the above criteria and guidelines, and in the event we do so, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

Competitive Strengths

Seasoned Board of Directors and Advisory Board with Extensive Industry Experience and Networks

We have assembled a distinguished and actively engaged group of directors and advisors who bring a wealth of experience across public company governance, executive leadership, operational oversight, and capital markets execution. Collectively, they have served as directors, principal officers, and strategic advisors for numerous publicly listed and privately held companies, across a diverse range of industries and market cycles. Our team possesses deep transactional expertise in mergers and acquisitions, divestitures, corporate restructuring, and strategic growth planning. They also bring specialized domain knowledge in sectors core to our investment thesis. In addition to their operational and governance capabilities, our Board of Directors and advisors maintain broad, high-level networks spanning corporate leadership, private equity, government, institutional investors, and strategic industry stakeholders. These relationships extend across verticals and into key areas of policymaking and capital formation, giving us access to deal flow, proprietary intelligence, and strategic partners. Their connectivity to industry leaders, founders, and decision-makers positions us to source high-quality opportunities, perform deep diligence and add tangible value post-combination. We believe the collective expertise, reputational capital and relational networks of our leadership significantly enhance our positioning as a competitive and credible merger partner — one capable not only of identifying exceptional targets but also of accelerating their success in the public markets.

Proprietary Deal Flow Optimized for SPAC Transactions

The principals of New America Acquisition I Corp., through their roles at their respective firms and affiliates, have established a broad, high-level network spanning corporate leadership, private equity, government, institutional investors, and strategic industry stakeholders. Their connectivity to industry leaders, founders, and decision-makers positions us to source high-quality opportunities. Our deal sourcing methodology combines quantitative screening with qualitative assessment to identify businesses with the optimal characteristics for successful SPAC transactions: strong growth profiles, defensible market positions, experienced management teams, and clear paths to value creation in the public markets. We believe this access to premium deal flow positions us as a preferred partner for high-quality acquisition targets.

Distinguished Leadership

Our Chairman, Chief Executive Officer and Chief Financial Officer, Kevin McGurn, serves as the chief executive officer and serves on the board of directors of Yorkville Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company with limited liability and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which completed its initial public offering on June 30, 2025 and raised aggregate proceeds of $150,000,000. Yorkville Acquisition Corp. is currently searching for a business combination target. We believe that potential sellers will view the fact that our management team has recent SPAC favorably.

Prior SPAC Experience

Below are the SPAC transactions in which members of our management team have participated, along with certain other information:

Yorkville Acquisition Corp.

Mr. McGurn is the chief executive officer of and a member of the board of directors of Yorkville Acquisition Corp., a SPAC, which completed its initial public offering on June 30, 2025 and raised aggregate proceeds of $150,000,000. Yorkville Acquisition Corp. is currently searching for a business combination target.

In recent years, a number of target businesses have underperformed financially post-business combination with a SPAC. As a result, we cannot assure you that we will properly ascertain or assess all of the significant risk factors associated with a target business or that the price of the shares of the combined entity post-business combination will be maintained or increase.

With respect to the foregoing experiences of our management team, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record and performance of the members of our management team as indicative of the future performance of an investment in us or the financial returns we may generate going forward. For more information on the experience and background of our management team, see the section entitled*“Management and Advisory Board.”*

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers and inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.

Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements.

We have until the date that is 18 months from the closing of this offering (or 24 months from the closing of this offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of this offering) (as may be extended by stockholder approval to amend our amended and restated articles of incorporation to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek stockholder approval to amend our amended and restated articles of incorporation to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek stockholder approval for an extension or the length of time of any such extension. However, if we seek stockholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.

If we are unable to complete our initial business combination within the completion window and do not hold a stockholder vote to amend our amended and restated articles of incorporation to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (whether or not the over-allotment option is exercised), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public stockholders.

If we do not complete our initial business combination within the completion window, while we do not currently intend to seek stockholder approval to amend our amended and restated articles of incorporation to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect that it will be necessary to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain stockholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private units will be worthless.

NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors, members of our advisory board or non-managing sponsor members, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers, directors, members of our advisory board or non-managing sponsor members. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated articles of incorporation) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Members of our management team and our independent directors will directly or indirectly own founder shares and/or private units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our sponsor, officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public stockholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares and private units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public stockholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. In particular, Mr. McGurn is the chief executive officer and serves on the board of directors of Yorkville Acquisition Corp., a SPAC incorporated as a Cayman Islands exempted company with limited liability and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which completed its initial public offering on June 30, 2025 and raised aggregate proceeds of $150,000,000. Yorkville Acquisition Corp. is currently searching for a business combination target. Mr. McGurn owes fiduciary duties under Cayman Islands law to Yorkville Acquisition Corp. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, including Yorkville Acquisition Corp., he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Florida law. Our amended and restated articles of incorporation provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity; except, the doctrine of corporate opportunity shall apply with respect to any of our directors or officers with respect to a corporate opportunity that was offered to such person solely in his or her capacity as our director or officer and (i) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (ii) the director or officer is permitted to refer that opportunity to us without violating any legal obligation (other than any legal obligation between the offeror and the director or officer pertaining to the offer). As a result, the fiduciary duties or contractual obligations of our officers or directors could materially adversely affect our ability to complete our initial business combination.

Other than Yorkville Acquisition Corp., because the other entities to which our officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that the fiduciary, contractual or other obligations or duties of our officers or directors, or of any affiliates of our initial stockholders, or policies applicable to any affiliates of our initial stockholders, will materially affect our ability to complete our initial business combination. Yorkville Acquisition Corp. has completed its initial public offering but has not yet identified a target for their potential business combination. As a result, there is a material conflict of interest between Yorkville Acquisition Corp. and our company, as we and Yorkville Acquisition Corp. are engaged in the business of engaging in business combinations, and we expect that Yorkville Acquisition Corp. will generally have priority over us with respect to acquisition opportunities until they complete their initial business combination, enter into contractual agreements that would restrict their ability to engage in material discussions regarding potential initial business combinations, or cease operations and liquidate their trust accounts.

Additionally, there are no contractual agreements between us, Yorkville Acquisition Corp., our sponsor or any affiliates of our initial stockholders regarding allocation of opportunities between us and Yorkville Acquisition Corp. To the extent that our sponsor, any affiliates of our initial stockholders or any other entity affiliated with our sponsor becomes aware of a potential acquisition opportunity, such entity has complete discretion, subject to applicable fiduciary duties, as to which SPAC they choose to pursue a business combination. We expect that a determination will be made as to whether we or Yorkville Acquisition Corp. would be presented with the opportunity, if at all, based on the circumstances of the particular situation, including but not limited to the relative sizes of the SPAC compared to the sizes of the targets, the need or desire for additional financings, the amount of time required to complete a business combination, and the relevant experience of the directors and officers involved with a particular SPAC.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially adversely affect our ability to complete our initial business combination.

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter significant competition from other entities having a business objective similar to ours (including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions), which competition may impact the attractiveness of the acquisition terms that we will be able to negotiate. Many of these entities are well-established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess financial, technical, human and other resources that are similar to or greater than ours. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation will give less-constrained competitors an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with the exercise of redemption rights by our public stockholders may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either or both of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. See “Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.”

Potential Additional Financings

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public stockholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public stockholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public stockholders, we may be required to seek additional financing to complete any such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for a business combination target and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Sponsor Information

Our sponsor is a Florida limited liability company, which was recently formed on May 27, 2025 to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Florida Revised Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Kevin McGurn is the manager of our sponsor, New America Sponsor I LLC, and Mr. McGurn has sole voting and investment discretion with respect to the securities held by the sponsor.

In addition, certain of our officers, independent directors and members of our advisory board have received or will receive for their services as a director or an advisory board member an indirect interest in the founder shares through membership interests in our sponsor. Donald J. Trump Jr. has received an indirect interest in 2,000,000 founder shares through membership interests in our sponsor, Eric Trump has received an indirect interest in 3,000,000 founder shares through membership interests in our sponsor, Kevin McGurn will receive an indirect interest in 1,000,000 founder shares through membership interests in our sponsor, [] will receive an indirect interest in [] founder shares through membership interests in our sponsor, [] will receive an indirect interest in [] founder shares through membership interests in our sponsor and [] will receive an indirect interest in [] founder shares through membership interests in our sponsor. Kyle Wool, a member of our advisory board, has not and will not receive compensation for such services or founder shares through membership interests in our sponsor. Other than members of our management team who are members of our sponsor, none of the other members of our sponsor will participate in our company’s activities.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Because our sponsor acquired the founder shares at a nominal price ($0.002 per share), our public stockholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the shares of Class A common stock issuable in connection with the conversion of the founder shares may result in material dilution to our public stockholders due to the anti-dilution rights of our founder shares that may result in an issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion. See the sections titled*“Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our shares of common stock to materially decline”and“Dilution.”*

The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, approximately 26.6% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of this offering (including all shares of Class A common stock issuable pursuant to an exercise of the underwriters’ over-allotment option, if any; the shares of Class A common stock that are included within the private units; the representative shares; and the founder shares issued before the closing of this offering), plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans as described herein) minus (iii) any redemptions of shares of Class A common stock by public stockholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Our public stockholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion.

If we raise additional funds through equity or convertible debt issuances, our public stockholders may suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the founder shares result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, the cashless exercise of the private warrants would further increase the dilution to our public stockholders.

Pursuant to (i) a letter agreement to be entered into among us, our sponsor, our directors and officers, members of our advisory board and (ii) the underwriting agreement between us and the representatives of the underwriters, each will agree to restrictions on their ability to transfer, assign, or sell the founder shares (and any shares of Class A common stock issuable upon conversion thereof), the private units (including component securities as well as any securities underlying those component securities) and representative shares, as summarized in the table below.

In order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private units or any of our other securities held by our sponsor, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue shares of Class A common stock upon conversion of the shares of Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions protecting holders of Class B common stock, as set forth herein.

Corporate Information

Our executive offices are located at 590 Madison Avenue, 39 th Floor, New York, NY 10022, and our telephone number is +1 (917) 576-6828.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June 30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of Class A common stock held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by non-affiliates is equal to or exceeds $700 million as of the prior June 30.

In addition, after completion of this offering and prior to the consummation of a business combination, only holders of our shares of Class B common stock will have the right to vote on the appointment or removal of directors. As a result, the NYSE will consider us to be a “controlled company” within the meaning of NYSE corporate governance standards. Under NYSE corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.