Business Context and Reporting Period
Company: Drugs Made In America Acquisition II Corp. (DMII)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Business Model: Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands. The Company is a "shell company" with no active operations, formed to effect a business combination with a target in the pharmaceutical industry, specifically focusing on domestic manufacturing and supply chain resilience.
Key Milestone: Consummated Initial Public Offering (IPO) on September 26, 2025.
Key Financial Metrics
| Metric | Value (Year Ended Dec 31, 2025) |
|---|---|
| Trust Account Balance | $504,933,800 |
| Cash (Outside Trust) | $223 |
| Net Income | $4,187,050 |
| Operating Expenses | $488,385 |
| Interest Income (Trust) | $4,933,800 |
| Deferred Underwriting Fee | $17,500,000 |
| Working Capital Deficit | ($274,827) |
| Shares Outstanding | 63,700,000 (as of April 15, 2026) |
Material Changes and Recent Developments
- IPO Completion: Sold 50,000,000 Units at $10.00 per unit, generating $500,000,000 in gross proceeds. Simultaneously sold 1,200,000 Private Placement Units for $12,000,000.
- Management Turmoil: Following the IPO, the Sponsor withdrew $1,345,844 from the Company's working capital account. After repayments, a balance of $812,113 remained due to the Company. The Sponsor indicated an inability to repay this amount.
- Executive Resignation: On February 28, 2026, Lynn Stockwell resigned as CEO, Executive Chair, and Board member. Roger Bendelac was appointed as the new CEO.
- Financial Impact: The Company recorded a full provision for credit losses of $812,113 related to the Sponsor's withdrawal.
- Going Concern: Management has determined that conditions raise substantial doubt about the Company's ability to continue as a going concern due to the working capital deficit and reliance on a business combination.
Outlook, Risks, and Contingencies
- Combination Deadline: The Company has 24 months from the IPO closing (September 26, 2025) to consummate an initial business combination. Failure to do so will result in liquidation and redemption of public shares.
- Financing Needs: Due to the working capital deficit and the Sponsor's inability to repay funds, the Company entered into a Letter of Intent (LOI) with Alpha Multi Family Office for a $1,400,000 convertible note financing. As of the filing date, $450,000 in bridge notes had been issued.
- Internal Controls: The Company disclosed material weaknesses in internal controls, including inadequate segregation of duties and lack of formal review processes for related party transactions.
- Redemption Rights: Public shareholders have the right to redeem shares for a pro-rata portion of the Trust Account (approx. $10.10 per share as of Dec 31, 2025) upon the completion of a business combination or liquidation.
Investor Verification Checklist
- Sponsor Repayment Status: Verify if the $812,113 owed by the Sponsor has been recovered or if legal action is being pursued.
- Bridge Financing Closure: Confirm the execution of definitive agreements for the remaining $1,250,000 of the proposed convertible note financing with Alpha Multi Family Office.
- Target Identification: Assess the progress in identifying a pharmaceutical target within the 24-month window given the recent management changes.
- Internal Control Remediation: Review plans to address the material weaknesses in financial reporting and related party transaction oversight.
- Trust Account Interest: Monitor the interest rate environment to ensure the Trust Account balance remains sufficient to cover the $10.00 per share redemption value plus accrued interest.