New America Acquisition I (NWAX) risk factors, FY2025 10-K

Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

1. 01Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash
2. 02We do not have a minimum net tangible asset requirement
3. 03The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target
4. 04The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares
5. 05We may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares
6. 06We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares and our warrants would be worthless
7. 07If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed
8. 08You will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act
9. 09If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share
10. 10Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders
11. 11We may not have sufficient funds to satisfy indemnification claims of our directors and officers
12. 12Following the recent federal government shutdown, the SEC did not complete its review of the IPO Prospectus
13. 13Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations
14. 14There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target or our ability to complete our initial business combination
15. 15If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination
16. 16If we are unable to consummate our initial business combination within the completion window, our public stockholders may be forced to wait beyond 24 months before redemption from our trust account
17. 17Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares
18. 18Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations
19. 19We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise
20. 20Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination
21. 21We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time
22. 22We 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
23. 23We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us
24. 24We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability
25. 25We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we expected, if at all
26. 26We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree
27. 27We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination
28. 28Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects
29. 29Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses
30. 30Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination

Risks Relating to the Post-Business Combination Company

1. 31The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business
2. 32Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business
3. 33We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company
4. 34We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results
5. 35Our initial business combination and our structure thereafter may not be tax-efficient to our stockholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome or uncertain

Risks Relating to Acquiring and Operating a Business in Foreign Countries

1. 36If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us
2. 37We may reincorporate in another jurisdiction, which may result in taxes imposed on stockholders or warrant holders
3. 38We may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights
4. 39We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance
5. 40If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues
6. 41Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished

Risks Relating to our Management Team

1. 42We are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our ability to operate
2. 43The ownership interest of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could deprive us of key personnel and advisors
3. 44The contractual restrictions limiting the transfer of our founder shares and private units and their respective underlying securities will expire at the time of or immediately after our completion of an initial business combination
4. 45Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests
5. 46Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business
6. 47The terms of our letter agreement with our sponsor, officers, directors and members of our advisory board and the terms of lock-ups in the underwriting agreement may be amended without stockholder approval

Risks Relating to Our Securities

1. 48You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss
2. 49NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions
3. 50(2) The total investment in the equity of the company by the sponsor is $6,025,000, consisting of (i) $25,000 paid by the sponsor for the founder shares, and (ii) $6,000,000 paid by the sponsor for 600,000 private units. For purposes of this table, the full investment amount is ascribed to the founder shares only
4. 51(4) All founder shares would automatically convert into shares of Class A common stock upon completion of our initial business combination or such earlier time at the option of the holder
5. 52The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our shares of common stock at such time is substantially less than $10.00 per public share
6. 53The Excise Tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following our initial business combination and hinder our ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation
7. 54Provisions in our amended and restated articles of incorporation may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our shares of Class A common stock and could entrench management
8. 55Whether a redemption of shares of Class A common stock will be treated as a sale of such shares of Class A common stock for U.S. federal income tax purposes will depend on a stockholder’s specific facts
9. 56A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination
10. 57We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless
11. 58Our warrants may have an adverse effect on the market price of our shares of Class A common stock and make it more difficult to effectuate our initial business combination
12. 59Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies
13. 60You will not be permitted to exercise your warrants unless we register and qualify the underlying shares of Class A common stock or certain exemptions are available
14. 61You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash
15. 62We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective
16. 63Past performance by our management team, our advisor and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company
17. 64Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss
18. 65Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination
19. 66Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination