Business Context and Reporting Period
Company: Drugs Made In America Acquisition II Corp. (DMII)
Reporting Period: Quarter ended March 31, 2026
Business Type: Cayman Islands special purpose acquisition company (SPAC) incorporated in August 2024. The company is a "blank check" entity focused on the pharmaceutical industry with no operating revenues. It completed its Initial Public Offering (IPO) on September 26, 2025, raising $500 million.
Current Status: The company is in the pre-business combination phase, searching for a target. It has 24 months from the IPO closing to complete a business combination or liquidate.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income (Loss) | $4,337,820 | $(59,327) |
| Operating Expenses | $132,030 | $59,327 |
| Interest Income (Trust Account) | $4,439,850 | $0 |
| Cash (Operating) | $347,720 | $6,991 |
| Trust Account Balance | $509,373,650 | N/A (Pre-IPO) |
| Working Capital Deficit | $(314,524) | $(274,827) |
| Total Liabilities | $18,166,285 | N/A |
| Deferred Underwriting Fee | $17,500,000 | N/A |
Material Changes vs. Prior Period
- Profitability Shift: The company moved from a net loss of $59,327 in Q1 2025 to a net income of $4.34 million in Q1 2026. This is primarily driven by $4.44 million in interest income earned on the Trust Account following the September 2025 IPO.
- Expense Increase: General and administrative costs more than doubled to $132,030 from $59,327, reflecting the costs of maintaining a public company post-IPO.
- Liquidity Position: Operating cash increased significantly to $347,720 from $6,991, aided by a $450,000 promissory note issuance in March 2026.
- Share Structure: The over-allotment option expired in November 2025, resulting in the forfeiture of 1.875 million founder shares. As of March 31, 2026, there are 50 million public shares subject to redemption and 13.7 million non-redeemable ordinary shares outstanding.
Outlook, Risks, and Contingencies
- Going Concern: Management has determined that conditions raise substantial doubt about the company's ability to continue as a going concern within one year. The business plan is entirely dependent on completing a business combination within the 24-month window.
- Related Party Receivable: The Sponsor withdrew $1.35 million from the company's working capital account post-IPO. As of March 31, 2026, $782,113 remains outstanding. The company has established a full reserve for this amount, deeming recovery remote.
- Debt Financing: In March 2026, the company issued $450,000 in convertible promissory notes to Alpha Multi Family Office. These notes are convertible into shares of the combined entity at a 35% discount upon a business combination.
- Internal Controls: The company disclosed that its disclosure controls and procedures were not effective due to material weaknesses, including inadequate segregation of duties and insufficient written policies.
- Executive Changes: The prior CEO resigned in February 2026. New compensation agreements were entered into in April 2026 for the current CEO and CFO, involving deferred cash and share-based compensation contingent on a business combination.
Investor Verification Checklist
- Recoverability of Sponsor Debt: Verify the likelihood of recovering the $782,113 owed by the Sponsor, which is currently fully reserved.
- Internal Control Remediation: Assess the plan and timeline for remedying the material weaknesses in internal controls over financial reporting.
- Extension Options: Confirm the specific terms and shareholder approval requirements for extending the 24-month combination period if a target is not found by September 2027.
- Trust Account Interest: Monitor the interest rate environment, as the company's net income is currently driven almost entirely by interest earned on the Trust Account.
- Convertible Note Terms: Review the definitive terms of the $450,000 convertible notes and any potential dilution impact on existing shareholders upon conversion.