UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 18, 2025
Date of Report (Date of earliest event reported)
Drugs Made In America Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-42467 | 99-2394788 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
1 East Broward Boulevard, Suite 700 Fort Lauderdale, FL |
33301 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (954) 870-3099
N/A
(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 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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, par value $0.0001 per share, and one Right to receive one-eighth (1/8) of an Ordinary Share | DMAAU | The Nasdaq Stock Market LLC | ||
| Ordinary Shares | DMAA | The Nasdaq Stock Market LLC | ||
| Rights | DMAAR | 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 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated January 27, 2025, Drugs Made In America Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one ordinary share (“Ordinary Share”) and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company of $200,000,000. The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any.
As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which Drugs Made In America Acquisition LLC, the Company’s sponsor, purchased 400,000 units (the “Private Units”) at a price of $10.00 per unit, for $4,000,000, of which $1,100,000 has not yet been received and is accounted for as a subscription receivable in the attached balance sheet.
Subsequently, on February 13, 2025, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on February 18, 2025. The total aggregate issuance by the Company of 3,000,000 Over-Allotment Option Units at a price of $10.00 per unit resulted in total gross proceeds of $30,000,000. On February 18, 2025, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 30,000 Private Units, generating gross proceeds of $300,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
A total of $ 231,150,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on January 29, 2025 and February 18, 2025, were placed in a trust account established for the benefit of the Company’s public shareholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment option.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Balance Sheet dated February 18, 2025 |
1
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: February 24, 2025
| DRUGS MADE IN AMERICA ACQUISITION CORP. | ||
| By: | /s/ Lynn Stockwell | |
| Name: | Lynn Stockwell | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
DRUGS MADE IN AMERICA ACQUISITION CORP.
PROFORMA UNAUDITED BALANCE SHEET
| January 29, 2025 | Pro Forma Adjustments (Unaudited) | As Adjusted (Unaudited) | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash | $ | 1,138 | $ | 1,138 | ||||||||
| Total Current Assets | 1,138 | 1,138 | ||||||||||
| Cash held in trust account | 201,000,000 | 30,000,000 | (1) | 231,150,000 | ||||||||
| (150,000 | )(2) | |||||||||||
| 300,000 | (4) | |||||||||||
| Total Assets | $ | 201,001,138 | 30,150,000 | $ | 231,151,138 | |||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||||||
| Current liabilities: | ||||||||||||
| Accrued offering costs | $ | 150,581 | $ | 150,581 | ||||||||
| Accrued expenses | 1,900 | 1,900 | ||||||||||
| Promissory note - related party | 98,898 | 98,898 | ||||||||||
| Overallotment liability | 305,179 | (305,179 | )(6) | — | ||||||||
| Total Current Liabilities | 556,558 | (305,179 | ) | 251,379 | ||||||||
| Deferred underwriting fee payable | 6,000,000 | 900,000 | (3) | 6,900,000 | ||||||||
| Total Liabilities | 6,556,558 | 594,821 | 7,151,379 | |||||||||
| Commitments and contingencies (Note 6) | ||||||||||||
| Ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.05 per share | 201,000,000 | 29,553,300 | (1) | 231,150,000 | ||||||||
| (147,767 | )(2) | |||||||||||
| (886,599 | )(3) | |||||||||||
| (3 | )(5) | |||||||||||
| 1,631,069 | (7) | |||||||||||
| Shareholders’ Deficit: | ||||||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||||||
| Ordinary shares, $0.0001 par value; 220,000,000 shares authorized; 10,457,143 shares issued and outstanding, excluding 20,000,000 shares subject to redemption | 1,046 | 3 | (4) | 1,052 | ||||||||
| 3 | (5) | |||||||||||
| Subscription Receivable | (1,100,000 | ) | (1,100,000 | ) | ||||||||
| Additional paid-in capital | — | 446,700 | (1) | — | ||||||||
| (2,233 | )(2) | |||||||||||
| (13,401 | )(3) | |||||||||||
| 299,997 | (4) | |||||||||||
| (1,631,069 | )(7) | |||||||||||
| 900,006 | (8) | |||||||||||
| Accumulated deficit | (5,456,466 | ) | 305,179 | (6) | (6,051,293 | ) | ||||||
| (900,006 | )(8) | |||||||||||
| Total Shareholders’ Deficit | (6,555,420 | ) | 594,821 | (7,150,241 | ) | |||||||
| Total Liabilities and Shareholders’ Deficit | $ | 201,001,138 | 30,150,000 | $ | 231,151,138 | |||||||
See Note to Pro Forma Unaudited Balance Sheet.
F-1
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO PROFORMA UNAUDITED BALANCE SHEET
(Unaudited)
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Drugs Made In America Acquisition Corp. (the “Company”) as of January 29, 2025 adjusted for the closing of the underwriters’ overallotment option and related transactions, which occurred on February 18, 2025, as described below.
On January 29, 2025, the Company consummated an initial public offering (the “IPO”) of 20,000,000 units (the “Public Units”) at $10.00 per Public Unit, generating gross proceeds of $200,000,000. Each Public Unit consists of one ordinary share and one right (“Public Right”), with each Public Right entitling the holder to receive one-eighth (1/8) of one ordinary share upon the consummation of an initial business combination. In connection with the IPO, the Company also consummated a private placement of units (the “Private Placement Units”) pursuant to which Drugs Made In America Acquisition LLC (the “Sponsor”) purchased 400,000 Private Placement Units at $10.00 per Private Placement Units, generating gross proceeds of $4,000,000. Each Private Placement Unit consists of one ordinary share and one right to receive one-eighth (1/8) of one ordinary share upon the consummation of an initial business combination.
In connection with the IPO, the underwriters were granted a 45-day option from the effective date of the prospectus (the “Over-Allotment Option”) to purchase up to 3,000,000 additional Units (the “Option Units”) to cover over-allotments, if any. On February 18, 2025, the underwriters exercised their Over-Allotment Option to purchase an additional 3,000,000 Option Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $30,000,000.
Simultaneously with the sale of the Option Units, the Sponsor purchased an additional 30,000 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, generating additional gross proceeds of $300,000. As a result of the underwriters’ election to exercise their overallotment option, 1,285,714 Founder Shares are no longer subject to forfeiture. In addition, the Company issued the underwriters additional 30,000 ordinary shares denoted as representative shares.
As of February 18, 2025, a total of $231,150,000 of the net proceeds from the IPO (including the Option Units) and the sale of the Private Placement Units were placed in the Trust Account.
Pro forma adjustments to reflect the exercise of the underwriters’ Over-Allotment Option and sale of the additional Private Placement Units are as follows:
| Pro forma entry | ||||||||||
| 1 | Cash held in Trust Account | 30,000,000 | ||||||||
| Ordinary shares subject to possible redemption | 29,553,300 | |||||||||
| Additional paid-in capital | 446,700 | |||||||||
| To record sale of 3,000,000 IPO Overallotment Units at $10.00 per Unit. | ||||||||||
| 2 | Ordinary shares subject to possible redemption | 147,767 | ||||||||
| Additional paid-in capital | 2,233 | |||||||||
| Cash held in Trust Account | 150,000 | |||||||||
| To record payment of cash underwriting fee on overallotment option. | ||||||||||
| 3 | Ordinary shares subject to possible redemption | 886,599 | ||||||||
| Additional paid-in capital | 13,401 | |||||||||
| Deferred underwriting fee payable | 900,000 | |||||||||
| To record payment of deferred underwriting fee on overallotment option. | ||||||||||
| 4 | Cash held in Trust Account | 300,000 | ||||||||
| Ordinary shares | 3 | |||||||||
| Additional paid-in capital | 299,997 | |||||||||
| To record the sale of 30,000 private placement units at $10.00 per unit | ||||||||||
| 5 | Ordinary shares subject to possible redemption | 3 | ||||||||
| Ordinary shares | 3 | |||||||||
| To record par value of representative shares issued at IPO - OA units | ||||||||||
| 6 | Over-allotment option liability | 305,179 | ||||||||
| Accumulated deficit | 305,179 | |||||||||
| To write-off the over-allotment option liability due to its full exercise | ||||||||||
| 7 | Additional paid-in capital | 1,631,069 | ||||||||
| Ordinary shares subject to possible redemption | 1,631,069 | |||||||||
| Record accretion of ordinary shares subject to redemption an amount of $10.05 per share | ||||||||||
| 8 | Accumulated deficit | 900,006 | ||||||||
| Additional paid-in capital | 900,006 | |||||||||
| Reclassify negative additional paid in capital to accumulated deficit |
F-2