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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
April 22, 2026
Date of Report (Date of earliest event reported)
Drugs Made In America Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands |
|
001-42467 |
|
99-2394788 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
420 Lexington Avenue, Suite 1402
New York, NY |
|
10170 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
646-726-7074
Registrant’s telephone number, including
area code:
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Ordinary share, $0.0001 par value and one right to receive one-eighth of one ordinary share |
|
DMAAU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share |
|
DMAA |
|
The Nasdaq Stock Market LLC |
| Rights, each entitling the holder to receive one-eighth of one Ordinary Share |
|
DMAAR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
As previously disclosed, on November 17, 2025,
Drugs Made in America Acquisition Corp. (the “Company”) appointed Saleem Elmasri as Chief Financial Officer
of the Company and entered into a Master Services Agreement (the “Consulting Agreement”) with Titan Advisory
Services LLC for the provision of such principal financial and accounting officer services by Mr. Elmasri. The Consulting Agreement included
a Statement of Work (the “SoW”) for the services to be rendered by Mr. Elmasri and the $3,500 monthly compensation
to be paid by the Company. In addition, the Company shall grant, or the Company’s former Chief Executive Officer, Lynn Stockwell,
shall transfer 100,000 ordinary shares of the Company to Saleem Elmasri upon engagement.
On April 22, 2026, the Company entered into an
updated Statement of Work (the “Updated SoW”) with Titan. Pursuant to the Updated
SoW:
| ● | The
services to be rendered by Mr. Elmasri and the compensation to be paid by the Company under
the SoW remain unchanged; |
| ● | The
compensation due under the SoW remains outstanding and accrues as binding obligations of
the Company; and |
| ● | As
Titan has not been issued 100,000 ordinary shares per the SoW, Titan’s designated recipient,
Saleem Elmasri, shall be entitled to receive 175,000 ordinary shares, which shall be earned
upon execution of a definitive agreement and are to be issued at the closing of the Company’s
initial business combination, within ten (10) days thereafter. |
As
previously disclosed, on February 28, 2026, the Company appointed Roger Bendelac as the Company’s Chief Executive Officer. Mr.
Bendelac’s compensation was not determined at the time of the appointment.
On
April 22, 2026, the Company entered into a compensation agreement (the “CEO Compensation Agreement”) with Aleutian
Equity Holdings LLC, the designated compensation vehicle for Roger E. Bendelac, the Company’s Chief Executive Officer. Pursuant
to the CEO Compensation Agreement:
| ● | Mr.
Bendelac is entitled to compensation of $4,500 per month, of which $2,500 is payable currently and up to $2,000 may be deferred based
on the Company’s cash flow. Deferred amounts accrue as binding obligations of the Company; and |
| ● | Mr.
Bendelac, as the designated recipient, is entitled to receive 250,000 ordinary shares of the Company, which shall be earned upon execution
of a definitive agreement and are to be issued at the closing of the Company’s initial business combination, within ten (10) days
thereafter. |
The CEO Compensation Agreement also includes customary
provisions regarding indemnification, limitation of liability, dispute resolution, and governing law.
The foregoing descriptions of the Updated SoW
and the CEO Compensation Agreement are summaries only and are qualified in their entirety by reference to the full text of the Updated
SoW and the CEO Compensation Agreement, which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit
Number |
|
Description |
| 10.1 |
|
Statement of Work between and by Drugs Made in America Acquisition Corp. and Titan Advisory Services LLC, dated April 22, 2026 |
| 10.2 |
|
CEO Compensation Agreement between and by Drugs Made in America Acquisition Corp. and Aleutian Equity Holdings LLC, dated April 22, 2026 |
| 104 |
|
Cover Page Interactive Data File |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: April 28, 2026
| |
DRUGS MADE IN AMERICA ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Roger Bendelac |
| |
Name: |
Roger Bendelac |
| |
Title: |
Chief Executive Officer |
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