Drugs Made In America Acquisition II Corp. Files 8-K

TL;DR

DMAA files 8-K: material agreements, equity sales, exec changes, bylaws updated.

AI Summary

Drugs Made In America Acquisition II Corp. filed an 8-K on September 29, 2025, reporting several key events as of September 24, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in directors and officers, amendments to articles of incorporation or bylaws, and other events. The company, incorporated in the Cayman Islands, has its principal executive offices in Fort Lauderdale, FL.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes within Drugs Made In America Acquisition II Corp., which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple significant corporate events including material agreements and equity sales, which inherently carry a medium level of risk due to potential impacts on the company's structure and financial standing.

Key Numbers

• 001-42863 — SEC File Number (Identifies the company's filing with the SEC.)
• 251357469 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Drugs Made In America Acquisition II Corp. (company) — Registrant
• September 24, 2025 (date) — Date of earliest event reported
• September 29, 2025 (date) — Date of Report
• Cayman Islands (jurisdiction) — State or other jurisdiction of incorporation
• Fort Lauderdale, FL (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share DMII The Nasdaq Stock Mar
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $500,000,000 — per Unit, generating gross proceeds of $500,000,000. The underwriters were granted a 45-day
• $12,000,000 — vate Unit, generating total proceeds of $12,000,000. 1 The Private Units are identical to
• $12.50 — f the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share subdiv

Filing Documents

• ea0258969-8k_drugs2.htm (8-K) — 44KB
• ea025896901ex1-1_drugs2.htm (EX-1.1) — 257KB
• ea025896901ex3-1_drugs2.htm (EX-3.1) — 280KB
• ea025896901ex4-1_drugs2.htm (EX-4.1) — 67KB
• ea025896901ex10-1_drugs2.htm (EX-10.1) — 53KB
• ea025896901ex10-2_drugs2.htm (EX-10.2) — 96KB
• ea025896901ex10-3_drugs2.htm (EX-10.3) — 103KB
• ea025896901ex10-4_drugs2.htm (EX-10.4) — 28KB
• ea025896901ex10-5_drugs2.htm (EX-10.5) — 30KB
• ea025896901ex10-6_drugs2.htm (EX-10.6) — 79KB
• ea025896901ex10-7_drugs2.htm (EX-10.7) — 10KB
• ea025896901ex99-1_drugs2.htm (EX-99.1) — 8KB
• ea025896901ex99-2_drugs2.htm (EX-99.2) — 8KB
• ex3-1_001.jpg (GRAPHIC) — 12KB
• 0001213900-25-093224.txt ( ) — 1081KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On September 24, 2025, the registration statement (File No. 333-288791) (as amended, the “Registration Statement”) relating to the initial public offering (“IPO”) of Drugs Made In America Acquisition II Corp. (the “Company”) was declared effective by the Securities and Exchange Commission (the “Commission”). 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 September 24, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (“Cantor”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. Rights Agreement, dated September 24, 2025, by and between the Company and Continental Stock Transfer & Trust Company as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. Letter Agreement, dated September 24, 2025, by and among the Company, Drugs Made In America Acquisition II LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. Investment Management Trust Agreement, dated September 24, 2025, by and among the Company and Continental Stock Transfer & Trust Company as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. Registration Rights Agreement, dated September 24, 2025, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. Private Units Subscription Agreement, dated September 24, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein b

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”) of an aggregate of 1,200,000 units (the “Private Units”) to the Sponsor and Cantor, with 700,000 Private Units to the Sponsor and 500,000 Private Units to Cantor, at a price of $10.00 per Private Unit, generating total proceeds of $12,000,000. 1 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, 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, including the underlying securities, the earlier of six months after the date of the consummation of the Company’s 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, including the underlying securities, six months after the date of the consummation of the initial business combination, or earlier, in either case, if, subsequent to the Company’s 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

03. Amendments

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On September 24, 2025, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The 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 September 25, 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 September 26, 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. 2

01. Financial

Item 9.01. Financial Exhibit No. Description 1.1 Underwriting Agreement, dated September 24, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters. 3.1 Amended and Restated Memorandum and Articles of Association. 4.1 Rights Agreement, dated September 24, 2025, by and between the Company and Continental Stock Transfer & Trust Company as rights agent. 10.1 Letter Agreement, dated September 24, 2025, by and among the Company, Drugs Made In America Acquisition II LLC, the initial shareholders and the officers and directors of the Company. 10.2 Investment Management Trust Agreement, dated September 24, 2025, by and among the Company and Continental Stock Transfer & Trust Company as trustee. 10.3 Registration Rights Agreement, dated September 24, 2025, by and among the Company and certain security holders of the Company. 10.4 Private Units Subscription Agreement, dated September 24, 2025, by and between the Company and Drugs Made In America Acquisition II LLC 10.5 Private Units Subscription Agreement, dated September 24, 2025, by and between the Company and Cantor Fitzgerald & Co. 10.6 Form of Indemnity Agreement by and between the Company and each of the officers and directors of the Company. 10.7 Administrative Services Agreement, dated as of September 24, 2025, by and between the Company and Drugs Made In America Acquisition II LLC 99.1 Press Release, dated September 25, 2025. 99.2 Press Release, dated September 26, 2025. 3

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: September 29, 2025 DRUGS MADE IN AMERICA ACQUISITION II CORP. By: /s/ Lynn Stockwell Name: Lynn Stockwell Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR