NWAX 10-K & 10-Q changes, risk factors and insider trading

As of MarchJune 31,30, 2026, the Company had not yet commenced any operations. All activity through MarchJune 31,30, 2026 related to the Company’s formation and the Initial Public Offering, and subsequent to the Initial Public Offering, identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Upon the closing of the Initial Public Offering and the Private Placement, $345,000,000 of the net proceeds of the Initial Public Offering Offering and certain of the proceeds of the Private Placement were placed in a demand deposit trust account and invested only in U.S. government treasury obligations, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations,account, until the earliest of (i) the completion of an initial business combination, (ii) the redemption of public shares if the Company is unable to complete an initial business combination within the completion window, subject to applicable law, and (iii) the redemption of public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association incorporation to modify the substance or timing of obligation to redeem 100% of public shares if the Company has not consummated an initial business combination within the completion window or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of creditors, if any, which could have priority over the claims of public shareholders.

The Company did not have any cash equivalents as of MarchJune 31,30, 2026 and December 31, 2025. We expect to incur significant costs in the pursuit of our acquisition and financing plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

Net income of $2,059,655$1,858,750 and $3,918,405, respectively, for the three and six months ended MarchJune 31,30, 2026 includes $3,002,063$3,024,327 forand $6,026,390 of interest income on cash held in the trust account, partially offset by operating and formation costs of $311,975$268,621 and $580,596, and income tax expense of $630,433.$896,956 and $1,527,389 respectively.

Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of $25,000 from the sale of of the founder shares and an up to $350,000 in loans that were available from our sponsor under an unsecured promissory note. On December December 5, 2025, we closed the Initial Public Offering and the underwriters fully exercised their over-allotment option. In connection with the closing of the Initial Public Offering, the approximately $277,000 drawn down under the unsecured promissory note was repaid in full. The net proceeds from the sale of the units in the Initial Public Offering for an aggregate purchase price of $345,000,000 and the sale of the private units for an aggregate purchase price of $6,000,000, after deducting offering expenses, including underwriting commissions, were $347,300,000, $345,000,000 of which is held in the trust account. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest-bearing or other demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more. As MarchJune 31,30, 2026, $855,526$659,719 is held outside of the trust account.

As of MarchJune 31,30, 2026, we have $855,526$659,719 available to us held outside the trust account. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $88,580.$284,387. Net income of $2,059,655$3,918,405 was affected by interest earned on cash held in the trust account of $3,002,063,$6,026,390, prepaid expenses of $99,048,$113,096, income tax payable of $630,433$1,527,389 and accrued expenses and offering costs of $124,347.$183,113.

As of MarchJune 31,30, 2026, we have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

As of MarchJune 31,30, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities except as described below.