8-K - DMII - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

March 24, 2026

Date of Report (Date of earliest event reported)

Drugs Made In America Acquisition II Corp.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-42863	99-1815624
(State or Other Jurisdiction <br><br>of Incorporation)	(Commission File Number)	(I.R.S. Employer <br><br>Identification Number)
1 East Broward Boulevard, Suite 700<br><br> <br>Fort Lauderdale, FL	33301
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(Address of Principal Executive Offices)	(Zip Code)

646-726-7074

Registrant’s telephone number, including area code:

Not Applicable

(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 (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 par value and one right to receive one-tenth of one ordinary share	DMIIU	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	DMII	The Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-tenth of one Ordinary Share	DMIIR	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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, 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 represented an initial loan towards a contemplated $1,400,000 financing (the “Convertible Notes Financing”) pursuant to previously-disclosed Letter of Intent (“LOI”).

Effective March 24, 2026, the Company and the Investor entered into the Definitive Investment and Sponsor Transition Agreement (the “Agreement”) for the Convertible Notes Financing, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

In addition, on March 30, 2026, the Company and the Investor entered into an Interim Convertible Note in the amount of $300,000 (the “Second Note”). The Second Note has a maturity date nine months from the date of issuance, unless earlier converted and does not bear interest. Upon the consummation of the Company’s initial business combination (the “Business Combination”), the outstanding principal amount of the Second 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 Second Loan for accounting expenses, audit expenses and other expenses related to the Business Combination.

Item 2.03 Creation of a Direct Financial Obligationor 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 Second Note is incorporated herein by reference.

The Second Note represents a direct financial obligation of the Company. The Second Note is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Definitive Investment and Sponsor Transition Agreement
10.2	Interim Convertible Note ($300,000) (incorporated by reference to Exhibit A to Exhibit 10.1 hereto)
104	Cover Page Interactive Data File

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: April 3, 2026

DRUGS MADE IN AMERICA ACQUISITION II CORP.
By:	/s/ Roger Bendelac
Name:	Roger Bendelac
Title:	Chief Executive Officer

Exhibit 10.1

DEFINITIVE INVESTMENT AND

SPONSOR TRANSITION AGREEMENT

Drugs Made in America Acquisition Corp II (NASDAQ: DMIIU)

Date: March 23, 2026

1.	Parties

This Agreement is entered into between:

Tal Alpha Yezum Vekidum Asakim (2003) LTD (the “Investor”); Drugs Made in America Acquisition Corp II (the “Company”); and

S.E.E Capital Partners Ltd. (the “Transaction Advisor”), solely with respect to advisory matters.

2.	Background

The parties previously entered into a Letter of Intent dated March 5, 2026, Addendum No. 1 dated March 9, 2026, and an Interim Convertible Note dated March 9, 2026.

The Company further references the Sponsor Standstill Agreement dated March 18, 2026. This Agreement consolidates and supersedes prior understandings.

3.	Investment Commitment

The Investor agrees to provide total financing of USD $1,400,000, of which:

-	$150,000 has been received;
-	$300,000 shall be funded on or before March 30, 2026;
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-	$950,000 shall be reserved in escrow or segregated and funded<br>upon request of the Company.
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The $100,000 advisory fee shall be paid separately by the Investor and shall not form part of the $1,400,000 financing commitment.

4.	Use of Funds

Funds shall be used for audit, accounting, SEC and EDGAR filings, Nasdaq fees, legal and compliance costs, and transaction preparation.

5.	Timeline and Objective

Within four (4) months, the parties shall execute an agreement in principle for the Investor-introduced transaction.

Exclusivity shall be six (6) months.

The objective is to complete a de-SPAC transaction as soon as practicable.

All deadlines may be extended by mutual agreement.

6.	Sponsor Status and Transition

The existing sponsor is non-performing and subject to legal constraints.

The Company shall cooperate in restructuring and facilitate transfer when legally permissible.

The Investor shall have the right to make an offer to acquire sponsor interests when legally permitted.

7.	Conversion Mechanics

Convertible Notes shall be convertible at the sole discretion of the Investor upon completion of a business combination at a 35% discount to market value.

8.	Additional Funding

The Investor shall have the right, but not obligation, to provide additional financing including extension funding, PIPE, backstop, or acquisition capital.

9.	Replacement Financing and First Refusal

If the Investor fails to fund:

-	the Company may seek alternative financing.

If additional capital beyond $1.4M is required:

-	the Investor shall have a right of first refusal.

If replacement occurs due to Investor failure:

-	repayment shall equal funded amounts plus 15% per annum interest;
-	no penalty applies to unfunded commitments.
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10.	Expense Management and Notification
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The Company shall operate in the ordinary course.

The Company shall inform the Investor of expenses exceeding $50,000 except for audit, accounting, EDGAR, Nasdaq, regulatory fees, and compliance legal costs.

All expenses shall be disclosed in detail.

11.	Governance and Control

The Investor shall have information and consultation rights only.

Operational control remains with the Company and its Board of Directors.

12.	Capital Markets and Financing

The Company shall not seek private financing if the Investor performs its obligations.

The Company retains the right to pursue PIPE transactions and SEC-compliant public financing.

If the Investor fails to fund, the Company may freely raise capital.

13.	Disclosure

The Investor acknowledges that its principals may be disclosed publicly as required by securities laws.

14.	Governing Law

This Agreement shall be governed by the laws of the Cayman Islands.

15.	Binding Effect

This Agreement reflects the definitive understanding of the parties and shall be implemented promptly, subject only to customary Board ratification.

EXHIBIT A

INTERIM CONVERTIBLE NOTE ($300,000)

Issuer: Drugs Made in America Acquisition Corp II

Principal Amount: $300,000

Date: March 30, 2026

1.	Funding

The principal amount shall be funded on or before March 30, 2026 and deposited into:

Thomas J. McCabe, Attorney at Law IOLA

TD Bank, N.A.

ABA: 026013673

Account Number: 4361730611

2.	Relationship

This Note forms part of the $1,400,000 financing commitment.

3.	Conversion

Convertible at 35% discount to post-merger market value at Investor discretion.

4.	No Claim on Trust

This Note shall not constitute any claim against the trust account.

5.	Maturity

Nine (9) months from issuance.

6.	Governing Law

Cayman Islands Law.

SIGNATURES
INVESTOR
By:
Name:
Title:
Date:
COMPANY
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By:	/s/ Roger E. Bendelac
Name:	Roger E. Bendelac
Title:	Chief Executive Officer
Date:	03/24/2026

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TAL ALPHA YEZUM VEKIDUM ASAKIM (2003) LTD
By:	/s/ Alon Izidor Tal
Name:	Alon Izidor Tal
Title:	CEO
Date:	03/24/2026
DRUGS MADE IN AMERICA ACQUISITION CORP<br>II
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By:	/s/ Roger E. Bendelac
Name:	Roger E. Bendelac
Title:	Chief Executive Officer
Date:
S.E.E CAPITAL PARTNERS LTD.
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By:	/s/ Anastasio Carayanni, President
Name:	Anastasio Carayanni,
Title:	President
Date:	03/24/2026