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Drugs Made In America Acquisition II Corp. is a Cayman Islands-based blank check company focused on acquiring a pharmaceutical business. It completed an IPO of 50,000,000 units at $10.00 each, placing $500,000,000 in a trust account invested in short-term U.S. Treasuries.
The sponsor and Cantor also bought 1,200,000 private units for $12,000,000. The company has no operations or revenue and reported 2025 net income of $4,187,050, driven mainly by interest on trust investments and a gain on extinguishment of an over-allotment option liability.
Working capital is tight, with only $223 of cash and a working capital deficit of $274,827 as of December 31, 2025, leading to substantial doubt about its ability to continue as a going concern. Between September 26 and December 31, 2025, the sponsor withdrew $1,345,844 from the working capital account, leaving $812,113 due back, which the company fully reserved as a current expected credit loss.
After the sponsor indicated it could not repay this balance, the board accepted the resignation of former CEO and executive chair Lynn Stockwell in February 2026 and appointed Roger Bendelac as CEO. The company later arranged up to $1,400,000 of convertible note financing, including a $150,000 bridge note and a $300,000 interim note, to fund transaction and operating costs while it seeks a business combination within 24 months of the IPO closing.
Drugs Made In America Acquisition II Corp. entered into a Definitive Investment and Sponsor Transition Agreement with Alpha Multi Family Office to advance a contemplated $1,400,000 convertible notes financing. This follows an earlier unsecured Bridge Note of $150,000.
On March 30, 2026, the company issued an additional Interim Convertible Note, referred to as the Second Note, for $300,000. The Second Note matures nine months from issuance, carries no interest, and may be converted at the Investor’s option into shares of the post‑merger company at a 35% discount to the market price at conversion after the initial business combination closes.
The company plans to use the Second Note proceeds for accounting, audit, and other expenses related to completing its initial business combination, while the note itself constitutes a direct financial obligation of the company.
Drugs Made in America Acquisition II Corp. filed a Form 12b-25 notification stating it cannot timely file its Form 10-K for the fiscal year ended December 31, 2025 because it has been unable, without unreasonable effort or expense, to compile all required financial statements and related disclosures. The company expects to file the Annual Report on or before April 15, 2026.
Drugs Made In America Acquisition II Corp. entered into a bridge financing and related letter of intent for up to $1,400,000 in convertible notes with Alpha Multi Family Office. The company issued an initial unsecured, zero‑interest Bridge Note for $150,000, maturing nine months after March 11, 2026, as the first tranche.
Upon completion of the initial business combination, the Bridge Note’s principal may be converted at the investor’s option into shares of the combined entity at a 35% discount to the market price at conversion. The letter of intent and addendum contemplate that the remaining $1,250,000 of funding, including an aggregate $400,000 by March 30, 2026, will be documented in a definitive convertible note purchase agreement. Proceeds are earmarked for accounting, audit, and other business combination expenses.
Drugs Made In America Acquisition II Corp. reported a leadership change following sponsor-related cash withdrawals from its working capital account. Between its September 2025 IPO and September 30, 2025, the sponsor withdrew an aggregate $1,100,000, including $325,000 to repay a working capital note and $208,000 for other offering costs and expenses.
An additional $566,269 appeared as an overpayment to the sponsor, and at least $200,000 was withdrawn to pay expenses described as unrelated to the company, together referred to as the Overpayment Amount. After the board directed the sponsor to return this Overpayment Amount and learned on February 12, 2026 that it would not be repaid, the board requested the resignation of CEO and executive chair Lynn Stockwell. Her resignation became effective February 28, 2026, and she was removed as CEO, executive chair, and director.
On February 28, 2026, the board appointed Roger Bendelac as Chief Executive Officer, effective upon Ms. Stockwell’s resignation. The company highlights Mr. Bendelac’s multi‑decade experience in investment banking, capital markets, and corporate advisory roles, and notes that his compensation terms will be determined and disclosed in a future filing.