DMAA

Business Context and Reporting Period

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

Reporting Period: Quarterly period ended June 30, 2025 (Form 10-Q).

Business Overview: The Company is a Cayman Islands-incorporated blank check company (SPAC) formed on May 23, 2024, intended to effect a business combination with one or more businesses, primarily in the pharmaceutical industry. As of June 30, 2025, the Company had not commenced operations. The Initial Public Offering (IPO) was consummated on January 29, 2025, with the full exercise of the over-allotment option on February 18, 2025.

Key Financial Metrics

Debt and Liquidity: The Company has no outstanding promissory notes as of June 30, 2025 (previously $662,324 at year-end 2024). A deferred underwriting fee of $6,900,000 is recorded as a liability. The Company holds $235.16 million in a Trust Account, invested in U.S. government treasury obligations. Operating cash flow was negative at $(357,899) for the six-month period.

Material Changes vs. Prior Period

• Trust Account Balance: Increased from $0 at December 31, 2024, to $235,155,966 at June 30, 2025, following the IPO and over-allotment exercise.
• Net Income: The Company reported a net income of $3.54 million for the six months ended June 30, 2025, compared to a net loss of $54,931 for the period from inception (May 23, 2024) through June 30, 2024. This shift is driven by interest income earned on the Trust Account.
• Liabilities: Total liabilities increased from $795,669 to $7,201,441, primarily due to the recording of the $6.9 million deferred underwriting fee and accrued offering costs.
• Share Structure: 23,000,000 ordinary shares are now subject to possible redemption (classified as temporary equity), compared to zero at the prior period end.

Guidance, Outlook, Risks, and Unusual Items

Outlook and Timeline: The Company has until April 29, 2026 (15 months from IPO) to complete a business combination. This period can be extended twice by three months each (totaling 21 months) if the Sponsor deposits $0.10 per share into the Trust Account for each extension.

Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern within one year due to the mandatory liquidation date and the requirement to complete a business combination. The financial statements do not include adjustments that might result from this uncertainty.

Risks:

• Geopolitical Instability: Risks associated with the Russia-Ukraine and Israel-Hamas conflicts could impact global markets and the ability to find a target.
• Internal Controls: Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness involving inadequate segregation of duties and insufficient written policies.
• Redemption Risk: Public shareholders may redeem shares upon a business combination, potentially reducing funds available for the transaction.

Unusual Items: The net income is entirely non-operating, derived from interest on the Trust Account. The Company has no operating revenue.

Investor Verification Checklist

• Trust Account Yield: Verify the interest rate earned on the $235.16 million Trust Account to assess future income potential.
• Extension Fees: Confirm the Sponsor's ability and willingness to fund the $0.10 per share extension deposits if a deal is not found by April 2026.
• Internal Control Remediation: Review subsequent filings for plans to remediate the material weakness in internal controls over financial reporting.
• Share Subscription Receivable: Monitor the collection of the $695,825 share subscription receivable from the Sponsor.
• Deferred Underwriting Fee: Note that the $6.9 million fee is contingent on the successful completion of a business combination.