UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| The 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
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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.
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 represents an initial loan towards a contemplated $1,400,000 financing (the “Convertible Notes Financing”) pursuant to the Letter of Intent (“LOI”) described under Item 8.01 of this Current Report on Form 8-K.
The Bridge Note has a maturity date nine months from the date of issuance, unless earlier converted or credited toward the definitive financing documents for the Convertible Notes Financing and does not bear interest. Upon the consummation of the Company’s initial business combination (the “Business Combination”), the outstanding principal amount of the Bridge 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 Bridge 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 Bridge Note is incorporated herein by reference.
The Bridge Note represents a direct financial obligation of the Company. The Bridge Note is filed as Exhibit 10.3 hereto and is incorporated herein by reference.
Item 8.01 Other Events
On March 5, 2026, the Company entered into the LOI with the Investor relating to a proposed financing transaction pursuant to which the Investor indicated its intent to provide financing to the Company through a convertible note investment, subject to the negotiation and execution of definitive documentation. On March 9, 2026, the Company and the Investor entered into an addendum to the LOI which amended certain economic terms of the proposed financing (the “Addendum”). Pursuant to the LOI, as amended by the Addendum, the aggregate amount to be loaned is $1,400,000, of which the $150,000 paid to the Company pursuant to the Bridge Loan will be the first payment.
The remaining $1,250,000 of the proposed convertible notes financing is subject to the negotiation and execution of, a convertible note purchase agreement to be negotiated and finalized by the parties. The Addendum contemplates that $400,000 in aggregate funding will be disbursed to the Company on or prior to March 30, 2026.
The foregoing description of the LOI, Addendum and Bridge Note is not complete and is qualified in its entirety by reference to the full text of the LOI, Addendum and Bridge Note, copies of which are filed hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
Description | |
| 10.1 | Letter of Intent dated March 5, 2026 between Drugs Made in America Acquisition II Corp. and Alpha Multi Family Office | |
| 10.2 | Addendum to Letter of Intent dated March 9, 2026 | |
| 10.3 | Bridge Financing Convertible Promissory Note dated March 11, 2026 | |
| 104 | Cover Page Interactive Data File |
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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: March 17, 2026
| DRUGS MADE IN AMERICA ACQUISITION II CORP. | ||
| By: | /s/ Roger Bendelac | |
| Name: | Roger Bendelac | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
LETTER OF INTENT
Effective Date: March 5th, 2026
From: Alpha Multi Family Office
9th Jabotinsky St. Bney Brak, Israel, Zip 5126418
To: S.E.E Capital Partners Ltd
2 Diagorou Street, 11th Floor, ERA House, Nicosia, Cyprus
RE:
Proposed Senior Convertible Note Investment in Drugs Made in America
Acquisition Corp II (NASDAQ: DMIIU)
This Letter of Intent (“LOI”) sets forth the preliminary understanding between Alpha Group Fund Management S.A. (the “Investor”) and S.E.E Capital Partners Ltd. (“SEE Capital”) regarding a proposed investment in Drugs Made in America Acquisition Corp II (“DMIIU”), a special purpose acquisition company listed on NASDAQ.
The proposed investment is intended to provide bridge financing to support the operations of DMIIU and facilitate the potential execution of a business combination transaction. The parties acknowledge that this LOI is intended to summarize the principal terms under discussion and, except for the provisions expressly stated to be binding, is non-binding and subject to the negotiation and execution of definitive agreements.
1. Investor
Alpha Multi Family Office, and/or any legal entity designated by it (collectively referred to as the “Investor”).
2. Transaction Advisor
S.E.E Capital Partners Ltd., Nicosia, Cyprus (“SEE Capital”), shall act solely as transaction advisor and manager in connection with the proposed investment and potential merger transaction. SEE Capital shall not be deemed the sponsor or issuer of the Convertible Note.
LETTER OF INTENT
3. Investment Structure
The Investor intends to provide financing to DMIIU in the form of a Senior Convertible Note (the “Convertible Note”).
The Convertible Note shall be convertible into discounted preferred equity shares of DMIIU or its successor entity, pursuant to terms to be defined in the definitive agreements.
4. Investment Amount
The total investment amount shall be USD $1,500,000 (the “Investment Amount”).
The Investment Amount shall be deposited into an escrow account administered by a mutually agreed independent escrow agent, appointed by the Investor and approved by the Advisor, and released pursuant to the terms of the definitive Convertible Note Purchase Agreement.
5. Funding Schedule
The Investment Amount shall be disbursed pursuant to the terms of the definitive agreement that shall stipulate the operational and regulatory requirements of DMIIU, as agreed by the parties. Such terms shall include mechanism to disburse from the investment amount timely expense coverage required to maintain the listing of DMIIU pending any future merge transaction.
6. Conversion Mechanics
The Convertible Note shall be convertible upon the occurrence of one or more of the following events, subject to the terms of the definitive agreements:
(i) execution of a definitive business combination agreement by DMIIU;
(ii) closing of a business combination transaction;
(iii) restructuring of the sponsor entity or capital structure of DMIIU
7. Use of Funds
The proceeds of the Convertible Note may be used for SPAC operational expenses, regulatory filings, transaction preparation, and other expenses associated with pursuing a business combination.
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LETTER OF INTENT
8. Due Diligence and Access to Information
Following execution of this LOI, the Investor and its advisors shall be granted reasonable access to relevant information relating to DMIIU for purposes of conducting legal, financial, and operational due diligence.
9. Failure to Complete Business Combination
If DMIIU does not complete a business combination within the applicable timeframe, the Convertible Note shall remain outstanding and shall be subject to repayment, conversion into alternative equity interests, or other mutually agreed consideration as may be defined in the definitive agreements.
10. Advisor Protection
In the event SEE Capital introduces or assists in identifying a merger target that results in a completed business combination transaction, the role and compensation of SEE Capital shall be recognized and documented in the definitive agreements related to such transaction.
11. Closing
Closing of the proposed investment shall occur upon execution of definitive agreements and satisfaction of customary closing conditions.
12. Confidentiality
All discussions and materials relating to the proposed investment shall remain confidential and shall not be disclosed to third parties except to advisors or as required by law.
13. Expenses
Each party shall bear its own legal, financial, and advisory costs associated with the negotiation of this LOI and any definitive agreements unless otherwise agreed.
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LETTER OF INTENT
14. Exclusivity
Following execution of this LOI, the parties agree to negotiate exclusively regarding the proposed investment for a mutually agreed period, unless otherwise permitted by existing agreements.
15. Governing Law
This LOI shall be governed by the laws of the State of Israel and the exclusive jurisdiction rights are granted to the courts of Tel Aviv.
16. Non-Binding Nature
Except for the provisions relating to confidentiality, governing law, exclusivity, and expenses, this LOI is intended solely as a non-binding expression of interest.
17. Acceptance
If the foregoing terms are acceptable, please indicate agreement by signing below.
INVESTOR |
TRANSACTION ADVISOR | DMIIU | |||
| Signature | /s/ Alon Tal | /s/ Anastasio Carayannis | /s/ Roger Bendelac | ||
| Name | Alon Tal, ALPHA MULTI FAMILY OFFICE LTD | S.E.E. Capital Partners Ltd. | Roger Bendelac CEO | ||
| Title | Officer | Director | CEO | ||
| Date | March 05, 2026 | 06/03/2026 | March 6, 2026 |
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Exhibit 10.2
ADDENDUM NO. 1 TO LETTER OF INTENT
ADDENDUM NO. 1
TO LETTER OF INTENT DATED MARCH 5, 2026
Drugs Made in America Acquisition Corp II (NASDAQ: DMIIU)
Date: March 9, 2026
This Addendum modifies the Letter of Intent dated March 5, 2026 between:
Alpha Multi Family Office (“Investor”)
S.E.E Capital Partners Ltd. (“Transaction Advisor”)
and
Drugs Made in America Acquisition Corp II (“Company”).
1. Acknowledgment of Letter of Intent
The parties acknowledge that on March 5, 2026 the Company executed a Letter of Intent with the Investor relating to a proposed Senior Convertible Note investment in the amount of $1,500,000.
Except as modified herein, the Letter of Intent remains in full force and effect.
2. Modification of Aggregate Financing Amount
The parties agree that the aggregate amount of financing to be provided to the Company shall be $1,400,000.
The difference between the amount referenced in the LOI {$1,500,000) and the net investment to the Company {$1,400,000) represents $100,000 in due diligence and negotiation costs associated with the Investor’s advisor.
3. Advisor Fee Responsibility
The parties acknowledge that S.E.E Capital Partners Ltd. acts solely as advisor to the Investor.
The $100,000 advisory and due diligence cost shall be paid solely by the Investor to the Transaction Advisor.
The Company shall have no obligation, liability, or responsibility for such payment, and the Investor alone shall be responsible for negotiating and settling such payment with the Transaction Advisor.
4. Interim Bridge Loan
The Investor shall provide an initial bridge loan of $150,000 to the Company.
This amount shall constitute a deposit toward the $1,400,000 aggregate financing contemplated by the Letter of Intent as modified by this Addendum. The proceeds shall be used exclusively for:
| ● | accounting expenses | |
| ● | audit expenses | |
| ● | reporting expenses | |
| ● | regulatory compliance costs necessary to maintain the Company’s listing and | |
| ● | operations. |
5. Conversion Rights
Any Convertible Note issued pursuant to this Addendum, including the $150,000 Interim Convertible Note, shall be convertible solely at the discretion of the Investor.
Conversion shall occur only after completion of the Company’s business combination (de-SPAC transaction).
Upon such event, the Investor may elect to convert the outstanding principal amount into shares of the post-merger combined entity.
The conversion price shall reflect a 35% discount to the market value of the shares of the combined entity at the time of conversion.
6. Remaining Financing
The remaining balance of the investment, $1,250,000, shall be issued pursuant to a definitive Convertible Note Purchase Agreement reflecting the terms contemplated in the Letter of Intent as modified by this Addendum.
The parties intend to negotiate and finalize the definitive agreement during the current week.
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7. Escrow Arrangement
Upon execution of the definitive agreement, the entire $1,400,000 financing amount shall be deposited into the IOLA escrow account of a licensed law firm mutually agreed upon by the Investor and the Company.
Disbursements from such account shall require joint authorization of both the Investor and the Company.
8. Minimum Funding Milestone
The parties agree that at least $400,000 in aggregate funding shall be disbursed to the Company on or prior to March 30, 2026.
9. Interim Note Protection
The $150,000 Interim Convertible Note shall not constitute an event of default prior to March 30, 2026, provided the parties continue negotiating the definitive financing in good faith.
10. Governing Law
This Addendum and all interim financing instruments issued pursuant to it shall be governed by the laws of the Cayman Islands. The Courts of the State of Israel can be used if an action is initiated by the lender, and the Courts of the State of New York can be used if a legal action is initiated by the borrower.
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| Accepted and Agreed | ||
| Alpha Multi Family Office | ||
| Signature: | /s/ Alon Tal | |
| Name: | Alon Tal | |
| Date: | March 10, 2026 | |
| S.E.E Capital Partners Ltd. | ||
| Signature: | /s/ Anastasio Carayannis | |
| Name: | Anastasio Carayannis | |
| Date: | March 10, 2026 | |
| Drugs Made in America Acquisition Corp II | ||
| Roger E. Bendelac | ||
| Chief Executive Officer | ||
| Signature: | /s/ Roger E. Bendelac | |
| Date: | March 10, 2026 | |
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Exhibit 10.3
INTERIM CONVERTIBLE NOTE
Issuer: Drugs Made in America Acquisition Corp II
Principal Amount: $150,000
Date: March 9, 2026
1. Purpose
This Interim Convertible Note represents bridge financing provided by the Investor to cover accounting, audit, and regulatory reporting expenses required for the Company to remain compliant.
2. Relationship to Main Financing
This note serves as a deposit toward the proposed $1,400,000 net financing outlined in the Letter of Intent dated March 5, 2026, and Addendum No. 1 dated March 9 2026.
3. Conversion
Conversion shall occur solely at the discretion of the lender after completion of the Company’s business combination (de-SPAC transaction).
In the event of such occurrence, the outstanding principal amount may be converted into shares of the post-merger combined entity at a price reflecting a 35% discount to the market value of such shares at the time of conversion.
4. Maturity
This Note shall mature nine (9) months from the date of issuance, unless earlier converted or credited toward the definitive financing.
5. Governing Law
This Note shall be governed by the laws of the Cayman Islands.
The Courts of the State of Israel in Tel Aviv can be used if the Defendant is the Borrower, and the Court of the State of New York, USA, can be used if the Defendant is the Lender.
| Signatures | ||||
| Investor Alon Tal, as signatory for | ||||
| Tal Alpha Yezum Vekidum Asakim (2003) Ltd | ||||
| Signature: | /s/ Alon Tal | |||
| Date: | March 10, 2026 | |||
| Drugs Made in America Acquisition Corp II | ||||
| Roger E. Bendelac | ||||
| Chief Executive Officer | ||||
| Signature: | /s/ Roger E. Bendelac | |||
| Date: | March 10, 2026 | |||
The instrument is made effective upon credit of funds to the account of Drugs Made in America Acquisition Corp II
Corp II or for its benefit in the IOLA account of lawyer designated by Drugs Made in America Acquisition Corp II