Business Context and Reporting Period
This Form 8-K is filed by Drugs Made In America Acquisition Corp. (DMAA), a Cayman Islands-based special purpose acquisition company (SPAC) and emerging growth company. The report date is April 22, 2026, covering events occurring on that date regarding executive compensation and service agreements.
Key Financial Metrics
The filing does not provide standard financial statements, revenue, profit, cash flow, or debt metrics. It details specific compensation obligations:
- CFO Compensation: Saleem Elmasri receives $3,500 per month under a Master Services Agreement with Titan Advisory Services LLC.
- CEO Compensation: Roger Bendelac receives $4,500 per month ($2,500 current, up to $2,000 deferred based on cash flow).
- Equity Grants:
- CFO: 175,000 ordinary shares (increased from 100,000) to be issued at the closing of the initial business combination.
- CEO: 250,000 ordinary shares to be issued at the closing of the initial business combination.
Material Changes
The primary material changes reported are updates to executive compensation structures:
- Updated Statement of Work (CFO): On April 22, 2026, the Company updated the Statement of Work with Titan Advisory Services LLC. While the monthly cash compensation remains $3,500, the equity grant for Saleem Elmasri was increased from 100,000 to 175,000 ordinary shares. These shares are contingent upon the execution of a definitive agreement and issuance at the closing of the initial business combination.
- New CEO Compensation Agreement: On April 22, 2026, the Company formalized compensation for CEO Roger Bendelac (appointed February 28, 2026). The agreement establishes a monthly fee with a deferral option tied to cash flow and grants 250,000 ordinary shares contingent on the business combination closing.
Outlook, Risks, and Contingencies
Management Commentary and Contingencies:
- Deferral Risk: Up to $2,000 of the CEO's monthly compensation may be deferred based on the Company's cash flow, creating a variable liability.
- Equity Vesting: All equity grants for both the CEO and CFO are contingent upon the execution of a definitive agreement and the successful closing of the Company's initial business combination. No shares are issued immediately.
- Binding Obligations: The filing notes that accrued compensation under the agreements constitutes binding obligations of the Company.
Investor Verification Checklist
- Verify the Company's current cash position to assess the ability to pay the $7,000 combined monthly cash compensation ($3,500 CFO + $2,500 CEO).
- Confirm the status of the search for a target company, as all equity grants (425,000 total shares) are contingent on a business combination closing.
- Review the full text of Exhibits 10.1 and 10.2 for specific terms regarding the deferral mechanism and clawback provisions.
- Monitor for any future filings regarding the execution of a definitive merger agreement, which would trigger the equity issuance.