New America Acquisition I Corp.

Investing in our securities involves a high degree of risk. In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in our Annual Report on Form 10-K filed with the SEC on March 31, 2026, which could materially affect our business, financial condition, or future results.

Except as set forth below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K.

We recently experienced changes in our senior management, which could disrupt our search for and completion of an initial business combination.

On August 5, 2026, Kevin McGurn resigned as our Chief Executive Officer and as a director, and on August 26, 2026, George O’Leary resigned as our Chief Financial Officer. Our board of directors appointed Kyle Wool, our Chairman, as Chief Executive Officer, Tim S. Ledwick as Chief Financial Officer and Christopher Devall as Chief Operating Officer. Changes in our management team may disrupt our efforts to identify, evaluate and complete an initial business combination, and our new officers may require time to become familiar with our business and with prospective target businesses. In addition, our new officers hold positions with Dominari Holdings Inc., as described below, and are not required to commit any specified amount of time to our affairs.

Our officers’ positions with Dominari Holdings Inc. and its affiliates may create conflicts of interest in determining whether to pursue, and on what terms to complete, a particular business combination.

Our Chief Executive Officer is the President and a director of Dominari Holdings Inc. (“Dominari Holdings”) and the Chief Executive Officer of Dominari Securities LLC (“Dominari Securities”), a subsidiary of Dominari Holdings, and our Chief Financial Officer and Chief Operating Officer serve in the same capacities at Dominari Holdings. Dominari Securities was a representative of the underwriters in our Initial Public Offering, holds 1,100,000 representative shares, which will have no value if we do not complete an initial business combination, and, together with D. Boral Capital, is entitled under the business combination marketing agreement to a cash fee of up to $17,250,000 that is payable only upon the consummation of our initial business combination. In addition, on October 15, 2026, we entered into an administrative services agreement with Dominari Holdings under which we pay $20,000 per month until the earlier of the consummation of our initial business combination and our liquidation. As a result, our officers may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination, in negotiating its terms and in deciding whether to seek to extend the date by which we must complete a business combination.

We have until June 5, 2027 (or December 5, 2027 if we have executed a definitive agreement for an initial business combination by June 5, 2027) to complete an initial business combination, and there is currently no approved plan to extend this deadline. As of September 30, 2026, we had $551,130 of cash held outside the trust account and a working capital deficit of $2,614,928. Management has determined that the mandatory liquidation, should a business combination not be consummated, and potential subsequent dissolution raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements included in this Quarterly Report are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.