Drugs Made America Acquisition Corp. Files 8-K

TL;DR

DMAA filed an 8-K on Jan 30 detailing material agreements, equity sales, and charter changes from Jan 27.

AI Summary

Drugs Made In America Acquisition Corp. filed an 8-K on January 30, 2025, reporting on several events that occurred on January 27, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The filing also notes other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Drugs Made In America Acquisition Corp., including potential new agreements and equity transactions, which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require further investigation into the specifics.

Key Numbers

• 1231 — Fiscal Year End (Indicates the company's annual reporting cycle.)

Key Players & Entities

• Drugs Made In America Acquisition Corp. (company) — Registrant
• January 27, 2025 (date) — Date of earliest event reported
• January 30, 2025 (date) — Date of report
• 001-42467 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — isting of one Ordinary Share, par value $0.0001 per share, and one Right to receive one
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $200,000,000 — per Unit, generating gross proceeds of $200,000,000. The underwriters were granted a 45-day
• $201,000,000 — ny. As of January 29, 2025, a total of $201,000,000 of the net proceeds from the IPO and th
• $4,000,000 — vate Unit, generating total proceeds of $4,000,000. The Private Units are identical to th
• $12.50 — f the ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdiv

Filing Documents

• ea0229135-8k_drugs.htm (8-K) — 37KB
• ea022913501ex1-1_drugs.htm (EX-1.1) — 239KB
• ea022913501ex3-1_drugs.htm (EX-3.1) — 334KB
• ea022913501ex4-1_drugs.htm (EX-4.1) — 67KB
• ea022913501ex10-1_drugs.htm (EX-10.1) — 45KB
• ea022913501ex10-2_drugs.htm (EX-10.2) — 102KB
• ea022913501ex10-3_drugs.htm (EX-10.3) — 101KB
• ea022913501ex10-4_drugs.htm (EX-10.4) — 25KB
• ea022913501ex10-5_drugs.htm (EX-10.5) — 80KB
• ea022913501ex10-6_drugs.htm (EX-10.6) — 11KB
• ea022913501ex10-7_drugs.htm (EX-10.7) — 19KB
• ea022913501ex10-8_drugs.htm (EX-10.8) — 26KB
• ea022913501ex99-1_drugs.htm (EX-99.1) — 8KB
• ea022913501ex99-2_drugs.htm (EX-99.2) — 8KB
• ex3-1_001.jpg (GRAPHIC) — 18KB
• ex3-1_002.jpg (GRAPHIC) — 7KB
• 0001213900-25-008377.txt ( ) — 1136KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On January 7, 2025, the registration statement (File No. 333-281170) relating to the initial public offering (“IPO”) of Drugs Made In America Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission (the “Commission”) and the post-effective amendment to the registration statement was declared effective by the Commission on January 27, 2025 (together, the “Registration Statement”). In connection therewith, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: Underwriting Agreement, dated January 27, 2025, by and between the Company and Clear Street LLC, as representative of the underwriters; Rights Agreement, dated January 7, 2025, by and between the Company and VStock Transfer, LLC; Letter Agreement, dated January 7, 2025, by and among the Company, Drugs Made In America Acquisition LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company; Investment Management Trust Agreement, dated January 7, 2025, by and among the Company, Wilmington Trust National Association and VStock Transfer, LLC; Registration Rights Agreement, dated January 7, 2025, by and among the Company and certain security holders of the Company; Amended and Restated Private Units Subscription Agreement, dated January 27, 2025, by and between the Company and the Sponsor; Indemnity Agreements, dated January 7, 2025, by and between the Company and each of the officers and directors of the Company; and Administrative Services Agreement, dated as of January 7, 2025, by and between the Company and Drugs Made In America Acquisition LLC. On January 29, 2025, the Company consummated the IPO of 20,000,000 units (the “Units”). Each Unit consists of one ordinary share, $0.0001 par value (“Ordinary Share”) a

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of 400,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $4,000,000. The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, the holders of the Private Units have agreed to certain restrictions on the Private Units, as described in the Registration Statement. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the earlier to occur of: (i) with respect to 50% of the Private Units, the earlier of six months after the date of the consummation of the initial business combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial business combination and (ii) with respect to the remaining 50% of the Private Units, six months after the date of the consummation of the initial business combination, or earlier, in either case, if, subsequent to the initial business combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act

03. Amendments

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On January 7, 2025, and in connection with the IPO, the Company adopted its Second Amended and Restated Memorandum and Articles of Association. The Second Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

01. Other Events

Item 8.01. Other Events. On January 27, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On January 29, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

01. Financial

Item 9.01. Financial Exhibit No. Description 1.1 Underwriting Agreement, dated January 27, 2025, by and between the Company and Clear Street LLC, as representative of the underwriters 3.1 Second Amended and Restated Memorandum and Articles of Association 4.1 Rights Agreement, dated January 7, 2025, by and between the Company and VStock Transfer, LLC 10.1 Letter Agreement, dated January 7, 2025, by and among the Company, Drugs Made In America Acquisition LLC, the initial shareholders and the officers and directors of the Company 10.2 Investment Management Trust Agreement, dated January 7, 2025, by and among the Company, Wilmington Trust National Association and VStock Transfer, LLC 10.3 Registration Rights Agreement, dated January 7, 2025, by and among the Company and certain security holders of the Company 10.4 Amended and Restated Private Units Subscription Agreement, dated January 27, 2025, by and between the Company and Drugs Made In America Acquisition LLC 10.5 Form of Indemnity Agreement by and between the Company and each of the officers and directors of the Company 10.6 Administrative Services Agreement, dated as of January 7, 2025, by and between the Company and Drugs Made In America Acquisition LLC 10.7 Note Conversion Agreement, dated as of January 29, 2025, by and between the Company and Drugs Made In America Acquisition LLC 10.8 Promissory Note, dated as of January 29, 2025, issued to Drugs Made In America Acquisition LLC 99.1 Press Release Dated January 27, 2025 99.2 Press Release Dated January 29, 2025 2

SIGNATURES

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: January 30, 2025 DRUGS MADE IN AMERICA ACQUISITION CORP. By: /s/ Lynn Stockwell Name: Lynn Stockwell Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR