$300K zero‑interest note backs Drugs Made In America II (NASDAQ: DMII)

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Insights

DMII secures small zero‑interest bridge note tied to its merger.

Drugs Made In America Acquisition II Corp. has formalized a broader $1,400,000 convertible notes framework and added a $300,000 Interim Convertible Note. For a SPAC, this type of bridge financing helps cover the professional and transactional costs needed to close its initial business combination.

The Second Note bears no interest, which limits ongoing cash drain, but includes a conversion feature at a 35% discount to market upon the business combination. That structure shifts value from existing shareholders to the Investor if the SPAC successfully completes a merger and the share price holds up.

The note’s nine‑month maturity concentrates pressure around the timing of the business combination. Actual dilution will depend on the post‑combination share price at conversion and whether the full contemplated $1,400,000 in convertible financing is ultimately drawn under the agreement.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Bridge Note principal: $150,000 Total contemplated financing: $1,400,000 Second Note amount: $300,000 +3 more

6 metrics

Bridge Note principal $150,000 Unsecured convertible Bridge Note issued March 11, 2026

Total contemplated financing $1,400,000 Convertible Notes Financing under Definitive Investment and Sponsor Transition Agreement

Second Note amount $300,000 Interim Convertible Note issued March 30, 2026

Second Note maturity Nine months Maturity from issuance date unless earlier converted

Conversion discount 35% Discount to market price on conversion after business combination

Par value per ordinary share $0.0001 Par value of DMII ordinary shares listed on Nasdaq

Key Terms

Material Definitive Agreement, convertible note, Business Combination, Emerging growth company, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

convertible note financial

"issued an unsecured convertible note (the “Bridge Note”) to Alpha Multi Family Office"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

Business Combination financial

"Upon the consummation of the Company’s initial business combination (the “Business Combination”)"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Emerging growth company regulatory

"Emerging growth company Item 1.01 Entry into a Material Definitive Agreement."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

off-balance sheet arrangement financial

"or an Obligation under an Off-Balance Sheet Arrangement of a Registrant."

An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

04/03/2026 - 04:33 PM

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 24, 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.

As previously disclosed, 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 represented an initial loan towards a contemplated $1,400,000 financing (the “Convertible Notes Financing”) pursuant to previously-disclosed Letter of Intent (“LOI”).

Effective March 24, 2026, the Company and the Investor entered into the Definitive Investment and Sponsor Transition Agreement (the “Agreement”) for the Convertible Notes Financing, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

In addition, on March 30, 2026, the Company and the Investor entered into an Interim Convertible Note in the amount of $300,000 (the “Second Note”). The Second Note has a maturity date nine months from the date of issuance, unless earlier converted and does not bear interest. Upon the consummation of the Company’s initial business combination (the “Business Combination”), the outstanding principal amount of the Second 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 Second 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 Second Note is incorporated herein by reference.

The Second Note represents a direct financial obligation of the Company. The Second Note is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Definitive Investment and Sponsor Transition Agreement
10.2		Interim Convertible Note ($300,000) (incorporated by reference to Exhibit A to Exhibit 10.1 hereto)
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 3, 2026

	DRUGS MADE IN AMERICA ACQUISITION II CORP.

	By:	/s/ Roger Bendelac
	Name:	Roger Bendelac
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What financing agreement did Drugs Made In America Acquisition II Corp. (DMII) enter into?

Drugs Made In America Acquisition II Corp. entered a Definitive Investment and Sponsor Transition Agreement with Alpha Multi Family Office for a contemplated $1,400,000 convertible notes financing, formalizing earlier discussions under a previously disclosed letter of intent and supporting its planned business combination activities.

How large is the new Interim Convertible Note issued by DMII?

The company issued an Interim Convertible Note, called the Second Note, with principal of $300,000. This note supplements a prior $150,000 bridge note and forms part of a broader $1,400,000 convertible notes financing to fund costs tied to DMII’s initial business combination.

What are the key terms of DMII’s Second Note with Alpha Multi Family Office?

The Second Note has a nine‑month maturity, bears no interest, and may convert into shares of the combined entity after DMII’s initial business combination at a 35% discount to the then market price, at the Investor’s option, creating potential equity issuance instead of cash repayment.

How will Drugs Made In America Acquisition II Corp. use the $300,000 Second Note proceeds?

DMII intends to use the $300,000 Second Note proceeds for accounting expenses, audit expenses, and other costs directly related to completing its initial business combination, helping cover necessary professional and regulatory work during the merger process rather than general corporate purposes.

Does the $300,000 Second Note create a direct financial obligation for DMII?

Yes. The filing states that the Second Note represents a direct financial obligation of Drugs Made In America Acquisition II Corp. It is recorded as such until it is either repaid in cash at maturity or converted into equity following the consummation of the company’s initial business combination.

What prior financing had DMII arranged before the Second Note?

On March 11, 2026, DMII issued an unsecured Bridge Note for $150,000 to Alpha Multi Family Office as an initial loan toward the contemplated $1,400,000 convertible notes financing, with the new Definitive Investment and Sponsor Transition Agreement building on that earlier bridge funding.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 DEFINITIVE INVESTMENT AND SPONSOR TRANSITION AGREEMENT 35.9 KB

$300K zero‑interest note backs Drugs Made In America II (NASDAQ: DMII)

Rhea-AI Filing Summary

Positive

Negative