DMAA

Business Context and Reporting Period

Company: Drugs Made In America Acquisition Corp. (DMAA)

Reporting Period: Quarter ended March 31, 2025

Business Type: Cayman Islands special purpose acquisition company (SPAC) incorporated on May 23, 2024. The company is a blank check entity focused on effecting a business combination with one or more businesses in the pharmaceutical industry. As of the reporting date, the company had not commenced operations and generated no operating revenue.

Key Milestone: The company consummated its Initial Public Offering (IPO) on January 29, 2025, and the underwriters exercised the full over-allotment option on February 18, 2025.

Key Financial Metrics

Material Changes vs. Prior Period

The financial position changed significantly from December 31, 2024, due to the completion of the IPO and over-allotment exercise:

• Assets: Total assets increased from $550,824 to $232,806,487, driven primarily by the deposit of $231,150,000 into the Trust Account.
• Liabilities: Total liabilities increased from $795,669 to $7,247,369, largely due to the recognition of a $6,900,000 deferred underwriting fee payable.
• Equity: Shareholders' deficit increased from $(244,845) to $(7,176,350). This is primarily due to the accretion of redeemable ordinary shares to their redemption value ($14,910,562 charge) and the classification of 23,000,000 public shares as temporary equity rather than permanent equity.
• Cash Flow: Net cash provided by financing activities was $231,400,816, offset by investing activities of $(231,150,000) for the Trust Account deposit.

Outlook, Risks, and Management Commentary

Going Concern: Management has identified substantial doubt about the company's ability to continue as a going concern within one year of the report date. This is due to the mandatory liquidation requirement if a business combination is not completed within the Combination Period (15 months, extendable to 21 months) and the minimal operating cash balance ($923).

Business Combination Timeline: The company has until 15 months from the IPO closing (January 29, 2025) to complete a business combination. This can be extended twice by three months each (total 21 months) if the Sponsor deposits $0.10 per public share into the Trust Account for each extension.

Risks and Contingencies:

• Geopolitical Instability: Risks associated with the Russia-Ukraine and Israel-Hamas conflicts could impact global markets and the ability to find a target.
• Redemption Risk: Public shareholders may redeem shares upon a business combination, potentially reducing the funds available for the transaction.
• Internal Controls: Management concluded that disclosure controls and procedures were not effective as of March 31, 2025, due to a material weakness involving inadequate segregation of duties and insufficient written policies.

Unusual Items: The net income is entirely non-operating, derived from interest earned on the Trust Account. The company incurred $330,925 in general and administrative costs.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance of $232,735,468 and the per-share redemption value of approximately $10.12.
• Deferred Underwriting Fees: Confirm the $6,900,000 liability and the terms regarding its payment upon a successful business combination.
• Share Subscription Receivable: Note the $852,379 receivable from the Sponsor regarding unpaid Private Placement Unit proceeds.
• Internal Control Weakness: Review the company's remediation plan for the material weakness in disclosure controls and procedures.
• Extension Terms: Verify the Sponsor's ability and commitment to fund the $0.10 per share extension deposits if the 15-month deadline is not met.