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  4. [8-K] Drugs Made In America Acquisition II Corp. Reports Material Event

Drugs Made In America II (NASDAQ: DMII) plans $1.4M convertible note funding

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

Rhea-AI Filing Summary

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.

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Insights

DMII secures small, discounted bridge note toward larger SPAC financing.

Drugs Made In America Acquisition II Corp. arranged a $150,000 unsecured, zero‑interest Bridge Note as the first tranche of a contemplated $1,400,000 convertible note financing with Alpha Multi Family Office. The note is convertible at a 35% discount to market following the SPAC’s business combination.

The addendum to the letter of intent indicates that a total of $400,000 is expected to be funded on or before March 30, 2026, with the remaining $1,250,000 subject to negotiation of a definitive purchase agreement. The discount and convertibility concentrate economics with this investor rather than existing shareholders.

This financing supports transaction costs such as accounting and audit fees tied to completing the business combination. Actual dilution and ownership impact will depend on whether the combination closes, investor conversion decisions, and final terms in the definitive agreements disclosed in later filings.

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.
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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 11, 2026

Date of Report (Date of earliest event reported)

 

Drugs Made In America Acquisition II Corp.

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands   001-42863   99-1815624
(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-tenth of one ordinary share   DMIIU   The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share   DMII   The Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-tenth of one Ordinary Share   DMIIR   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 11, 2026, Drugs Made In America Acquisition II Corp. (the “Company”) issued an unsecured convertible note (the “Bridge Note”) to Alpha Multi Family Office (the “Investor”) in the principal amount of $150,000 (the “Bridge Loan”). The Bridge Loan represents an initial loan towards a contemplated $1,400,000 financing (the “Convertible Notes Financing”) pursuant to the Letter of Intent (“LOI”) described under Item 8.01 of this Current Report on Form 8-K.

 

The Bridge Note has a maturity date nine months from the date of issuance, unless earlier converted or credited toward the definitive financing documents for the Convertible Notes Financing and does not bear interest. Upon the consummation of the Company’s initial business combination (the “Business Combination”), the outstanding principal amount of the Bridge Note 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 Bridge Loan for accounting expenses, audit expenses and other expenses related to the 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 Bridge Note is incorporated herein by reference.

 

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

 

Item 8.01 Other Events

 

On March 5, 2026, the Company entered into the LOI 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, subject to the negotiation and execution of definitive documentation. On March 9, 2026, the Company and the Investor entered into an addendum to the LOI which amended certain economic terms of the proposed financing (the “Addendum”). Pursuant to the LOI, as amended by the Addendum, the aggregate amount to be loaned is $1,400,000, of which the $150,000 paid to the Company pursuant to the Bridge Loan will be the first payment.

 

The remaining $1,250,000 of the proposed convertible notes financing is subject to the negotiation and execution of, a convertible note purchase agreement to be negotiated and finalized by the parties. The Addendum contemplates that $400,000 in aggregate funding will be disbursed to the Company on or prior to March 30, 2026.

 

The foregoing description of the LOI, Addendum and Bridge Note is not complete and is qualified in its entirety by reference to the full text of the LOI, Addendum and Bridge Note, copies of which are filed hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

Number

   Description
10.1   Letter of Intent dated March 5, 2026 between Drugs Made in America Acquisition II Corp. and Alpha Multi Family Office
10.2   Addendum to Letter of Intent dated March 9, 2026
10.3   Bridge Financing Convertible Promissory Note dated March 11, 2026
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 17, 2026

 

  DRUGS MADE IN AMERICA ACQUISITION II 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 II Corp. (DMII) arrange in this 8-K?

The company issued a zero-interest, unsecured Bridge Note for $150,000 to Alpha Multi Family Office. This serves as the first tranche of a contemplated $1,400,000 convertible note financing to help fund expenses related to completing its initial business combination.

What are the key terms of DMII’s $150,000 Bridge Note with Alpha Multi Family Office?

The Bridge Note has a principal amount of $150,000, bears no interest, and matures nine months after its March 11, 2026 issuance. Upon consummation of the business combination, the investor may convert principal into shares at a 35% discount to the market price at conversion.

How large is the total contemplated convertible note financing for DMII?

The letter of intent and addendum contemplate aggregate funding of $1,400,000 through convertible notes. The $150,000 Bridge Note is the first payment, while the remaining $1,250,000 depends on negotiating and executing a definitive convertible note purchase agreement.

What funding timeline is indicated for DMII’s proposed convertible note financing?

The addendum contemplates that $400,000 in aggregate funding will be disbursed to the company on or before March 30, 2026. This includes the initial $150,000 Bridge Loan, with the balance subject to finalizing definitive financing documentation between the company and the investor.

How will Drugs Made In America Acquisition II Corp. use the Bridge Loan proceeds?

The company plans to use the $150,000 Bridge Loan proceeds for accounting expenses, audit expenses, and other costs related to its initial business combination. These funds are intended to support the transaction’s execution and required financial work as the SPAC advances its deal process.

What triggers conversion of DMII’s Bridge Note into equity, and at what price?

Conversion is available upon consummation of the initial business combination. At that point, the investor may convert the outstanding principal into shares of the combined entity at a price equal to a 35% discount to the prevailing market price at the time of conversion.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

Other Documents