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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 |
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 |
