STOCK TITAN

DMII (NASDAQ: DMII) files 12b-25—expects to file 10-K by Apr 15, 2026

(Very High)
(Negative)
Form Type
NT 10-K

Rhea-AI Filing Summary

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.

Positive

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Negative

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Insights

Timely filing delayed; company sets a near-term target date.

The filing uses Rule 12b-25 to notify the SEC that the Form 10-K for the period ended December 31, 2025 cannot be completed without unreasonable effort or expense. The registrant cites incomplete compilation of financial statements and related disclosures and sets an expected filing date of April 15, 2026.

The primary dependency is completion of audited financial statements and disclosures; timing hinges on internal accounting work and any external auditor deliverables. Subsequent filings will confirm whether the target date is met and should show the finalized financials and any management discussion of changes.

Form type Form 12b-25 (NT 10-K) Notification of late filing for the 2025 annual report
Fiscal year ended December 31, 2025 Period covered by the delayed Form 10-K
Expected filing date April 15, 2026 Target date to file the Annual Report on Form 10-K
Contact phone 917-982-4565 Person to contact: Roger E. Bendelac
Principal office 1 East Broward Boulevard, Suite 700, Fort Lauderdale, FL 33301 Registrant principal executive offices address
Rule 12b-25 regulatory
"The Registrant has been unable, without unreasonable effort or expense, to timely compile"
Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.
Form 10-K financial
"Annual Report on Form 10-K for the fiscal year ended December 31, 2025"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
notification of late filing regulatory
"NOTIFICATION OF LATE FILING"
A notification of late filing is a formal public statement that a company failed to submit a required regulatory report (for example, quarterly or annual financial statements) by the deadline. It matters to investors because missed filings can signal accounting, operational, or governance problems, may lead to fines or trading restrictions, and increases uncertainty about the company's transparency—like a public “we missed the deadline” flag that raises risk for shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Drugs Made in America Acquisition II Corp. (DMII) file with the SEC?

The company filed a Form 12b-25 notifying the SEC it cannot timely file its Form 10-K for the year ended December 31, 2025. It states compilation of required financial statements and disclosures could not be completed without unreasonable effort.

When does DMII expect to file the delayed Form 10-K?

DMII expects to file the Annual Report on or before April 15, 2026. This date is the company’s target for submitting the completed Form 10-K, as stated in the Form 12b-25 notification.

Does the Form 12b-25 explain why the 10-K is late?

Yes. The notice states the registrant was unable, "without unreasonable effort or expense," to timely compile all information for the financial statements and related disclosures required for the Form 10-K for the fiscal year ended December 31, 2025.

Who can be contacted about DMII’s notification of late filing?

The contact listed is Roger E. Bendelac, telephone 917-982-4565. He is identified in the filing as the person to contact regarding the Form 12b-25 notification.

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

  FORM 12b-25 SEC FILE NUMBER
001-42863
     
  NOTIFICATION OF LATE FILING CUSIP NUMBER
    G2851K104

 

(Check One): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-CEN
  Form N-CSR          

 

For Period Ended: December 31, 2025

 

  Transition Report on Form 10-K
  Transition Report on Form 20-F
  Transition Report on Form 11-K
  Transition Report on Form 10-Q

 

For the Transition Period Ended: _______________

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

 

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I -- REGISTRANT INFORMATION

 

Full Name of Registrant: Drugs Made in America Acquisition II Corp.
Former Name if Applicable: None
Address of Principal Executive Offices (Street and Number): 1 East Broward Boulevard
City, State and Zip Code Suite 700
Fort Lauderdale, FL 33301

 

 

 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

 

    (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
       
  (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
       
    (c) The accountant’s statement or other exhibit required by Rule 12(b)-25(c) has been attached if applicable.

 

PART III -- NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the financial statements and related disclosures required to be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Registrant expects to file the Annual Report on or before April 15, 2026.

 

PART IV -- OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification:

 

Roger E. Bendelac   917   982-4565
Name   Area Code   Telephone Number

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? ☐ Yes ☒ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

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Drugs Made in America Acquisition II Corp.

(Name of Registrant as Specified in Charter)

 

has caused this to be signed on their behalf by the undersigned hereunto duly authorized.

 

Date : April 1, 2026 By: /s/ Roger E. Bendelac
    Name:  Roger E. Bendelac
    Title: Chief Executive Officer

 

Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

  ATTENTION  
   
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

 

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