New America Acquisition I（SPAC）更换行政服务提供方：终止与Sponsor旧协议，改与关联方Dominari按2万美元/月提供办公及行政服务

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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
October 15, 2026
NEW
AMERICA ACQUISITION I CORP.
(Exact
name of registrant as specified in its charter)
Florida
001-42988
39-2431245
(State
or other jurisdiction of
incorporation
or organization)
(Commission
File
Number)
(I.R.S.
Employer
Identification
Number)
725
Fifth Ave
,
22nd Floor
New
York
,
NY
10022
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code:
(917)
576-6828
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name
of each exchange on which registered
Units,
each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant
NWAXU
The
New York Stock Exchange
Class
A common stock, par value $0.0001 per share
NWAX
The
New York Stock Exchange
Warrants
included as part of the units, each whole warrant exercisable to purchase one share of Class A common stock
at an exercise price of $11.50
NWAXW
The
New York Stock Exchange
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company
☒
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 13(a) of the Exchange Act.
☐
Item
1.01 Entry into a Material Definitive Agreement
On
October 15, 2026, New America Acquisition I Corp. (the “Company”) entered into an Administrative Services Agreement (the
“Agreement”) with Dominari Holdings Inc. (“Dominari”), an affiliate of certain officers and directors of the
Company, pursuant to which Dominari agreed to make available certain office space and administrative services, as may be reasonably required
by the Company, for $20,000 per month until the earlier of the consummation by the Company of an initial business combination and the
Company’s liquidation.
The
foregoing description of the Agreement is only a summary and is qualified in its entirety by reference to the full text of the Agreement,
a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item
1.02 Termination of a Material Definitive Agreement
On
October 15, 2026, the Administrative Services Agreement, dated December 3, 2025, by and between the Company and New America Sponsor I
LLC (“Sponsor”), was terminated pursuant to the Termination and Release Agreement, dated as of October 15, 2026, by and between
the Company and Sponsor (the “Termination Agreement”).
The
foregoing description of the Termination Agreement is only a summary and is qualified in its entirety by reference to the full text of
the Termination Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
10.1
Administrative Services Agreement, dated as of October 15, 2026, by and between the Company and Dominari Holdings Inc.
10.2
Termination and Release Agreement, dated as of October 15, 2026, by and between the Company and New America Sponsor I LLC.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
October 15, 2026
New
America Acquisition I Corp.
By:
/s/
Kyle Wool
Name:
Kyle
Wool
Title:
Chief
Executive Officer

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EX-10.1
2
ex10-1.htm
EX-10.1
Exhibit
10.1
New
America Acquisition I Corp.
725
Fifth Ave, 22
nd
Floor
New
York, NY 10022
October
15, 2026
Re:
Administrative
Services Agreement
Ladies
and Gentlemen:
This
letter of agreement by and between New America Acquisition I Corp. (the “
Company
”) and Dominari Holdings Inc.
(the “
Services Provider
”
), an affiliate of certain Company officers and directors (“
Management
”),
dated as of the date hereof, will confirm our agreement that, commencing on October 15, 2026 (the “
Effective Date
”)
and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation
(in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “
Termination
Date
”):
(i)
The Services Provider shall make available (or cause other persons to make available) to the Company, at 725 Fifth Ave, 22
nd
Floor, New York, NY 10022 (or any successor location of the Service Provider), certain office space and administrative services as may
be reasonably required by the Company. As reimbursement therefor, the Company shall pay the Services Provider (and the Services Provider
will receive on behalf of itself or, to the extent it causes another person to make support available to the Company, as nominee on behalf
of such other person) the sum of $20,000 per month beginning on the Effective Date and continuing monthly thereafter until the Termination
Date.
(ii)
The Services Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result
of, or arising out of, this letter agreement (each, a “
Claim
”) in or to, and any and all right to seek payment
of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which
substantially all of the proceeds of the Company’s initial public offering are on deposit (the “
Trust Account
”),
and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the
Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or
satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.
This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby.
This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.
No
party hereto may assign either this letter agreement or any of its rights, interests or obligations hereunder without the prior written
approval of the other party; provided, however, that the Services Provider may assign this letter agreement, in whole or in part, to
the Company or any other person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is
under common control with, the Company without the prior written approval of the Company. Any purported assignment in violation of this
paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This
letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with and interpreted pursuant to the laws of
the State of New York, without giving effect to its choice of laws principles.
[
Signature
Page Follows
]
Very
truly yours,
New
America Acquisition I Corp.
By:
/s/
Kyle Wool
Name:
Kyle
Wool
Title:
Chief
Executive Officer
AGREED
TO AND ACCEPTED BY:
DOMINARI
HOLDINGS INC.
By:
/s/
Anthony Hayes
Name:
Anthony
Hayes
Title:
Chief
Executive Officer
[SIGNATURE
PAGE TO ADMINISTRATIVE SERVICES AGREEMENT]

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EX-10.2
3
ex10-2.htm
EX-10.2
Exhibit
10.2
TERMINATION
AND RELEASE AGREEMENT
This
Termination and Release Agreement, dated as of October 15, 2026 (this “
Agreement
”), is entered into by and between
New America Sponsor I LLC (“
Sponsor
”) and New America Acquisition I Corp., a Florida corporation (the “
Company
”).
Sponsor and the Company are collectively referred to herein as the “
Parties
” and individually as a “
Party
”.
RECITALS
A.
Sponsor and the Company are parties to that certain Administrative Services Agreement, dated December 3, 2025 (the “
Administrative
Services Agreement”).
B.
The Parties desire to terminate and cancel in its entirety, without any consideration or the need for any further documentation, the
Administrative Services Agreement.
AGREEMENT
NOW
THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows
1.1
Termination and Release
. Effective as of the date hereof, the Parties agree and acknowledge that the Administrative Services Agreement
and all rights and obligations of the parties thereto or any of their respective affiliates shall, immediately and with no further action
of any Person, be irrevocably terminated and the Administrative Services Agreement shall be of no further force or effect and none of
parties thereto or any of their respective affiliates shall have any further obligations, duties, liabilities or responsibilities thereunder
at such time (including, for the avoidance of doubt, with respect to the monthly reimbursement payments described in the Administrative
Services Agreement). Effective as of the date hereof, Sponsor, on Sponsor’s own behalf and on behalf of Sponsor’s successors,
assigns and any other person or entity that may claim by, through or under Sponsor (collectively, the “
Releasing Parties
”),
hereby (a) unconditionally and irrevocably waives, releases, acquits and forever discharges the Company and each of its direct or indirect
subsidiaries and each of its respective present and former officers, directors, managers, employees and other agents (collectively, the
“
Releasees
”) from, any and all claims, debts, losses, expenses, proceedings, covenants, damages, causes of action,
obligations, accounts and liabilities (collectively, “
Claims
”) of any kind or nature whatsoever, known or unknown,
suspected or unspected, in contract, direct or indirect, at law or in equity, since the beginning of time to the extent arising out of,
relating to or otherwise by virtue of the Administrative Services Agreement, accruing on or prior to or relating to any period of time
on or prior to the date hereof and (b) agrees that no Releasing Party will bring or voluntarily participate in or assist any proceeding
that relates to any matter released pursuant to this
Section 1.1
. Notwithstanding the foregoing, the Releasing Parties do not
waive or release any rights based upon, arising out of or relating to rights in favor of the Releasing Parties created pursuant to the
terms of this Agreement. The Releasing Parties understand and agree that the releases provided in this
Section 1.1
extend to all
Claims released above whether known or unknown, suspected or unsuspected, in contract, direct or indirect, at law or in equity. It is
the intention of the Releasing Parties through this Agreement and with the advice of counsel to fully, finally and forever settle and
release the Claims set forth above. In furtherance of such intention, the releases herein given shall be and remain in effect as full
and complete releases of such matters notwithstanding the discovery of any additional Claims or facts relating thereto.
1.2
No Outstanding Payment
. Sponsor hereby acknowledges and agrees that as of the date hereof, there are no amounts outstanding or
otherwise owed by the Company to Sponsor or any of its affiliates with respect to the Administrative Services Agreement.
1.3
Representations and Warranties
. Each Party represents and warrants to the other Parties that the execution and delivery of this
Agreement has been duly authorized by all necessary action on the part of such Party (to the extent such Party is not an individual)
and that this Agreement constitutes a valid and binding obligation, enforceable against it in accordance with its terms.
1.4
Governing Law
. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct
or otherwise and whether now existing or hereafter arising) shall be governed by, the internal laws of the State of New York, without
giving effect to any law that would cause the laws of any jurisdiction other than the State of New York to be applied.
1.5
Exclusive Venue; Service of Process; MUTUAL WAIVER OF JURY TRIAL
.
(a)
Each Party agrees that any proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought
exclusively in the courts located in New York County, New York, or in the event (but only in the event) that such court does not have
subject matter jurisdiction over such proceeding, the United States District Court for the Southern District of New York, and in each
case, the appellate courts having jurisdiction of appeals in such courts, and each of the Parties hereby irrevocably submits to the exclusive
jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such proceeding.
Each Party agrees not to commence any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby
except in the courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award
rendered by any such court described above), irrevocably and unconditionally waives any objection to the laying of venue of any proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such proceeding brought in any such court has been brought in an inconvenient
forum or does not have jurisdiction over any Party. The aforementioned choice of venue is intended by the Parties to be mandatory and
not permissive in nature, thereby precluding the possibility of litigation between the Parties with respect to or arising out of this
Agreement, or the transactions contemplated hereby in any jurisdiction other than those specified in this
Section 1.5(a)
. A final
judgment in any such proceeding may be enforced in other jurisdictions by proceeding on the judgment or in any other manner provided
by law.
(b)
Each Party agrees that service of any process, summons, notice or document by U.S. registered mail to the Company at 725 Fifth Ave, 22nd
Floor, New York, NY 10022, shall be effective service of process for any such proceeding.
(c)
EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, STATUTE
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 1.5
.
1.6
Entire Agreement; Amendments
. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous written agreements, arrangements, communications, and understandings and all prior
and contemporaneous oral agreements, arrangements, communications, and understandings among the Parties with respect to the subject matter
hereof. Any amendments, or alternative or supplementary provisions, to this Agreement must be made in writing and duly executed by all
of the Parties.
1.7
Successors and Assigns
. This Agreement may not be assigned by any Party without the prior written consent of the other Parties.
Subject to the foregoing, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the Parties
and their respective successors and assigns.
1.8
Severability
. If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect under any applicable
law, the validity, legality and enforceability of all other terms and provisions of this Agreement will not in any way be affected or
impaired. If the final judgment of a court of competent jurisdiction or other governmental authority declares that any term or provision
hereof is invalid, illegal or unenforceable, the Parties agree that the court making such determination will have the power to reduce
the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid,
illegal or unenforceable term or provision with a term or provision that is valid, legal and enforceable and that comes closest to expressing
the intention of the invalid, illegal or unenforceable term or provision.
1.9
Counterparts; Deliveries
. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement
by scanned pages or by means of electronic transmission of .pdf files or other image files via e-mail, cloud-based transfer or file transfer
protocol, or use of electronic signature technology (including DocuSign) shall be treated in all manner and respects and for all purposes
as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed
version thereof delivered in person. No Party shall raise the use of any electronic transmission to deliver a signature or the fact that
any signature or agreement or instrument was transmitted or communicated through the use of electronic transmission as a defense to the
formation or enforceability of a contract, and each Party forever waives any such defense.
1.10
Captions
. All captions contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and
shall not affect in any way the meaning or interpretation of this Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.
New
America Sponsor I LLC
By:
/s/
Kyle  Wool
Name:
Kyle
Wool
Title:
Manager
New
America Acquisition I Corp.
By:
/s/
Christopher Devall
Name:
Christopher
Devall
Title:
Chief
Operating Officer
[
Signature
Page to Termination and Release Agreement (Administrative Services Agreement)
]