Business Context and Reporting Period
Company: Drugs Made In America Acquisition Corp. (DMAA)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: The Company is a Cayman Islands exempted company and a "shell company" formed for the purpose of effecting a merger, share exchange, or asset acquisition with one or more businesses. It has no operations and generates no operating revenue. The Company focuses on identifying targets in the AI, pharmaceutical, or other sectors requiring rapid innovation.
Capital Structure: As of April 15, 2026, there were 33,717,143 ordinary shares outstanding. The Company consummated its IPO on January 29, 2025, and fully exercised the over-allotment option on February 18, 2025.
Key Financial Metrics
| Metric | Value (Year Ended Dec 31, 2025) |
|---|---|
| Net Income | $5,940,643 |
| Operating Expenses | $2,816,013 (Includes $1,996,000 non-cash share issuance expense) |
| Interest Income (Trust Account) | $8,756,656 |
| Cash and Cash Equivalents (Operating) | $6,137 |
| Trust Account Balance | $239,906,656 (Dec 31, 2025); ~$241.3M (Mar 6, 2026) |
| Working Capital Deficit | ($363,981) |
| Deferred Underwriting Fees | $6,900,000 |
| Debt | $0 (Promissory notes repaid); $100,000 Interim Note issued post-period |
Material Changes and Recent Developments
- Management Turnover: On February 28, 2026, former CEO and Executive Chair Lynn Stockwell was removed from the Board and her positions. This followed the discovery that the Sponsor of an affiliate company had withdrawn $1.35M from the affiliate's working capital and could not repay it. Roger Bendelac was appointed as the new CEO.
- Sponsor Default: The Sponsor (Drugs Made In America Acquisition LLC) acknowledged it is unable to fulfill financial obligations, including providing working capital under a Subscription Promissory Note. Consequently, 45,092 ordinary shares are subject to cancellation.
- Extension Proposal: The Company filed a proxy statement proposing to extend the deadline to consummate a business combination from April 29, 2026, to April 29, 2027, subject to shareholder approval and sponsor deposits.
- Going Concern: The Company has a working capital deficit and substantial doubt exists regarding its ability to continue as a going concern without completing a business combination or securing additional financing.
Guidance, Outlook, and Risks
- Target Acquisition: On April 7, 2026, the Company entered into a non-binding Letter of Intent (LOI) with Power Analytics Global Corp. for a de-SPAC transaction. The anticipated valuation is approximately $1.0 billion. No definitive agreement has been executed.
- Financing: On March 23, 2026, the Company issued a $100,000 interim convertible note to BV Advisory Partners, LLC, as part of a contemplated $500,000 financing package to support transaction costs.
- Internal Controls: Management concluded that disclosure controls and procedures were not effective as of December 31, 2025, due to material weaknesses including inadequate segregation of duties and insufficient written policies.
- Risks: Significant risks include the failure to complete a business combination within the extended deadline, the inability of the Sponsor to provide necessary extensions or funding, and potential claims against the Trust Account by third parties.
Investor Verification Checklist
- Extension Vote: Verify the outcome of the shareholder vote on the proposed extension of the combination period to April 2027.
- LOI Status: Confirm if a definitive business combination agreement is executed with Power Analytics Global Corp. and the final valuation terms.
- Trust Account Integrity: Confirm that the Trust Account remains intact at approximately $241.3M and is not subject to claims from the affiliate sponsor's withdrawal issues.
- Financing Closure: Verify the closing of the remaining $400,000 of the financing commitment from BV Advisory Partners, LLC.
- Internal Control Remediation: Review subsequent filings for evidence of remediation steps taken to address the material weaknesses in internal controls over financial reporting.