Business Context and Reporting Period
Company: Drugs Made In America Acquisition II Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: March 24, 2026
Reporting Period: Events occurring between March 11, 2026, and March 30, 2026.
Context: The Company is a Cayman Islands-based special purpose acquisition company (SPAC) listed on The Nasdaq Stock Market. This filing reports the execution of definitive agreements for a convertible notes financing and the issuance of an interim note to fund expenses related to a contemplated initial business combination.
Key Financial Metrics and Obligations
Debt and Financing:
- Bridge Note: $150,000 unsecured convertible note issued on March 11, 2026, to Alpha Multi Family Office.
- Second Note: $300,000 Interim Convertible Note issued on March 30, 2026, to Alpha Multi Family Office.
- Total Contemplated Financing: $1,400,000 (Convertible Notes Financing).
- Interest: The Second Note does not bear interest.
- Maturity: The Second Note matures nine months from issuance unless earlier converted.
- Use of Proceeds: Proceeds from the Second Note are designated for accounting expenses, audit expenses, and other costs associated with the Business Combination.
- The filing text does not provide specific values for revenue, profit, or operating margins.
Material Changes and Agreements
Definitive Investment and Sponsor Transition Agreement:
- Effective March 24, 2026, the Company and the Investor entered into a definitive agreement for the Convertible Notes Financing.
- This agreement formalizes the previously disclosed Letter of Intent (LOI).
- Upon consummation of the Business Combination, the outstanding principal of the Second Note may be converted into shares of the combined entity at the Investor's option.
- Conversion Price: 35% discount to the market price of the shares at the time of conversion.
Outlook, Risks, and Management Commentary
Management Commentary:
- The Company is actively pursuing an initial business combination.
- Financing is being secured specifically to cover transaction-related costs (audit and accounting).
- Conversion Risk: The 35% discount on conversion could result in significant dilution to existing shareholders upon the Business Combination.
- Debt Obligation: The Second Note represents a direct financial obligation that must be repaid or converted if the Business Combination does not occur within the nine-month maturity window.
- The filing notes the Company is an "Emerging Growth Company."
Investor Verification Checklist
- Verify the full terms of the Definitive Investment and Sponsor Transition Agreement (Exhibit 10.1) for covenants or additional conditions not summarized here.
- Confirm the total outstanding debt balance including the initial $150,000 Bridge Note and the new $300,000 Second Note.
- Assess the potential dilution impact of the 35% conversion discount on the Company's capital structure post-business combination.
- Review the timeline for the Business Combination to ensure it aligns with the nine-month maturity of the Second Note.
- Check for any subsequent filings regarding the remaining $1,050,000 of the contemplated $1,400,000 financing.