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Drugs Made In America Acquisition (NASDAQ: DMAA) adds $500K bridge note and AI-focused target

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Drugs Made In America Acquisition Corp. entered into a financing arrangement with BV Advisory Partners, LLC, starting with a $100,000 interim convertible note as the first tranche of a contemplated $500,000 funding commitment. The note matures in six months, bears no interest, and can convert, at the investor’s option after a business combination, into shares of the combined entity at a 35% discount to the market price at conversion.

The company plans to use the proceeds for accounting, audit, and other business combination-related expenses and has not yet agreed to a merger. Under the related investment agreement, a second tranche of $200,000 is expected within 21 days, with remaining amounts available on an as-needed basis. The investor is also being offered at least 40% of the economic benefit equivalent to sponsor-level economics and has introduced a potential business combination target focused on artificial intelligence, machine learning, quantum analytics, and cybersecurity solutions, though no letter of intent or definitive agreement has been signed.

Positive

  • None.

Negative

  • None.

Insights

DMAA secures small bridge financing and a sponsor transition framework.

Drugs Made In America Acquisition Corp. has arranged a $500,000 convertible note financing, beginning with a $100,000 interim note that bears no interest and matures six months from issuance. This provides short-term cash to cover business combination-related costs.

The investor can convert the interim loan into shares of the post-merger entity at a 35% discount to market, which introduces potential dilution for public shareholders if a deal closes. The agreement also allocates not less than 40% of sponsor-level economics to the investor, effectively reshaping incentives.

The investor’s introduction of a prospective target in enterprise technology, AI, quantum analytics, and cybersecurity gives the SPAC a concrete direction, but the company clearly states that no letter of intent or definitive agreement exists. Subsequent filings around any signed transaction will be important for understanding final terms and dilution.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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

 

March 23, 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)

 

1 East Broward Boulevard, Suite 700

Fort Lauderdale, FL

   33301
(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.

 

On March 23, 2026, Drugs Made In America Acquisition Corp. (the “Company”) issued an interim convertible note (the “Interim Note”) to BV Advisory Partners, LLC (the “Investor”) in the principal amount of $100,000 (the “Interim Loan”). The Interim Loan represents an initial loan towards a contemplated $500,000 financing (the “Financing”) pursuant to the Definitive Interim Investment and Sponsor Transition Agreement dated March 23, 2026 (the “Investment Agreement”) described under Item 8.01 of this Current Report on Form 8-K.

 

The Interim Note has a maturity date six months from the date of issuance, unless earlier converted or credited toward the definitive financing under the Investment Agreement and does not bear interest. Upon the consummation of initial business combination by the Company (a “Business Combination”), the outstanding principal amount of the Interim Loan may, at the option of the Investor, be converted into shares of the combined entity at a conversion price equal to a 35% discount to the market price of such shares at the time of conversion.

 

The Company intends to use the proceeds of the Interim Loan for accounting expenses, audit expenses and other expenses related to a Business Combination although it has not yet entered into an agreement for a Business Combination.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Interim Loan is incorporated herein by reference.

 

The Interim Loan represents a direct financial obligation of the Company. The Interim Loan is filed as Exhibit 10.3 hereto and is incorporated herein by reference.

 

Item 8.01 Other Events

 

On March 23, 2026, the Company entered into the Investment Agreement with the Investor relating to a proposed financing transaction pursuant to which the Investor indicated its intent to provide financing to the Company through a convertible note investment, of which the Interim Loan represented the first tranche. Pursuant to the Investment Agreement, the aggregate amount to be loaned is $500,000. The second tranche of $200,000 will be made within 21 days with the remainder of the commitment on an as-needed basis. The Company also agreed to use commercially reasonable efforts to provide the Investor with not less than 40% of the economic benefit equivalent to sponsor-level economics. The Investor has the right but not the obligation to provide additional funding beyond the $500,000 commitment.

 

In connection with the Investment Agreement, the Investor has introduced to the Company a potential business combination opportunity involving an enterprise technology platform focused on artificial intelligence, machine learning, quantum analytics, and cybersecurity solutions, consistent with the business of Power Analytics Global Corporation.

 

The Company has commenced preliminary due diligence with respect to this potential opportunity. As of the date of this report, no letter of intent, term sheet, or definitive agreement has been executed, and there can be no assurance that any business combination will result from this evaluation.

 

The foregoing description of the Investment Agreement and Interim Loan is not complete and is qualified in its entirety by reference to the full text of the Investment Agreement and Interim Loan, copies of which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number

   Description
10.1   Definitive Interim Investment and Sponsor Transition Agreement
10.2   Interim Convertible Note
104   Cover Page Interactive Data File

 

1

 

 

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: March 27, 2026

 

  DRUGS MADE IN AMERICA ACQUISITION CORP.
     
  By: /s/  Roger Bendelac
  Name: Roger Bendelac
  Title: Chief Executive Officer

 

2

Source: View Original Filing on SEC EDGAR

FAQ

What financing did Drugs Made In America Acquisition Corp. (DMAA) secure in this 8-K?

DMAA obtained an interim convertible note of $100,000 from BV Advisory Partners, LLC as the first tranche of a contemplated $500,000 financing. The funds are intended for accounting, audit, and other business combination-related expenses as the SPAC evaluates potential merger opportunities.

What are the key terms of DMAA’s interim convertible note with BV Advisory Partners?

The interim note has a principal amount of $100,000, matures six months from issuance, and bears no interest. After a business combination, the investor may convert the principal into shares of the combined entity at a 35% discount to the market price at the time of conversion.

How large is the total financing commitment described by DMAA in this filing?

The related investment agreement contemplates an aggregate $500,000 convertible note financing. The $100,000 interim loan is the first tranche, a second tranche of $200,000 is expected within 21 days, and the remaining commitment is available on an as-needed basis to support transaction-related needs.

How will BV Advisory Partners be compensated in DMAA’s sponsor transition arrangement?

DMAA agreed to use commercially reasonable efforts to provide BV Advisory Partners with not less than 40% of the economic benefit equivalent to sponsor-level economics. This shifts a significant portion of the sponsor’s economic upside to the investor in connection with the financing and support arrangement.

What potential business combination opportunity did DMAA disclose in this 8-K?

The investor introduced a potential target described as an enterprise technology platform focused on artificial intelligence, machine learning, quantum analytics, and cybersecurity solutions, aligned with Power Analytics Global Corporation’s business. DMAA has begun preliminary due diligence but has not executed a letter of intent or definitive agreement.

Does DMAA currently have a signed agreement for a business combination?

No. DMAA states that, as of the report date, it has not signed a letter of intent, term sheet, or definitive agreement for a business combination. The company has only commenced preliminary due diligence on a potential technology-focused target introduced by the investor.

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