Drugs Made In America Acquisition II Corp. Announces Key Financing Developments and Sponsor Transition

FORT LAUDERDALE, FL, April 3, 2026 — Drugs Made In America Acquisition II Corp. (“the Company”) has filed a Form 8-K with the SEC, detailing a series of significant financial and corporate developments that may have material impact on investors and share value.

Key Points from the Report

• Financing Commitment: The Company has secured a total financing commitment of \$1,400,000 from S.E.E Capitals Ltd., structured as follows:
  • \$150,000 already received
  • \$300,000 to be funded on or before March 30, 2026
  • \$950,000 reserved in escrow or segregated, to be funded upon request

  Additionally, a \$100,000 advisory fee will be paid separately by the investor and is not included in the financing commitment.

• Use of Funds: The proceeds are earmarked for audit, accounting, SEC and EDGAR filings, Nasdaq fees, legal and compliance costs, and transaction preparation.
• Timeline and Objective: Within four months, an agreement in principle for an investor-introduced transaction is expected to be executed, potentially signaling a major business combination.
• Convertible Note Structure: The investor holds the right to convert funded amounts into shares of the combined entity at a 35% discount to the market price upon completion of a business combination. This conversion feature could be highly price sensitive, as it may result in substantial dilution to existing shareholders if exercised.
• Additional Financing Rights: The investor may provide further funding, including extension funding, PIPE, backstop, or acquisition capital, but is not obligated to do so.
• Replacement Financing and First Refusal:
  • If the investor fails to fund, the Company may seek alternative financing.
  • If additional capital is required beyond \$1.4M, the investor has a right of first refusal.
  • Should replacement occur due to investor failure, repayment will equal funded amounts plus 15% per annum interest, with no penalty on unfunded commitments.
• Expense Management: The Company will notify the investor of expenses exceeding \$50,000, except for recurring compliance, audit, and regulatory costs. All expenses will be disclosed in detail.
• Governance and Control: The investor gains information and consultation rights only. Operational control remains with the Company and its Board of Directors.
• Capital Markets and Financing:
  • The Company will not seek private financing if the investor fulfills 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.
• Sponsor Transition: The existing sponsor is described as “non-performing and subject to legal constraints.” The Company will cooperate in restructuring and facilitate transfer when legally permissible. The investor has rights to make an offer to acquire sponsor interests when allowed.
• Disclosure: The investor acknowledges that its principals may be publicly disclosed as required by securities laws.
• Governing Law: The agreements are subject to New York law.

Potential Price Sensitive Information for Shareholders

• Convertible Note at 35% Discount: Should the business combination be completed and the investor elects to convert, significant dilution could occur, impacting share price and shareholder value.
• Sponsor Transition: The indication that the current sponsor is non-performing and facing legal constraints, coupled with the possibility of a new sponsor, could alter the Company’s strategic direction and investor confidence.
• Financing Failure Provisions: If the investor does not fund as committed, the Company may need to pursue alternative or public financing, potentially changing the capital structure or accelerating dilution.
• Business Combination Timeline: The four-month target to execute an agreement in principle could trigger share price movement if a deal is announced or delayed.

Details of Securities Registered

• Units: Each consisting of one Ordinary share (\$0.0001 par value) and one right to receive one-tenth of one ordinary share (Trading Symbol: DMIIU, Exchange: Nasdaq)
• Ordinary Shares: Par value \$0.0001 per share (Trading Symbol: DMII, Exchange: Nasdaq)
• Rights: Each entitling the holder to receive one-tenth of one Ordinary Share (Trading Symbol: DMIIR, Exchange: Nasdaq)

Emerging Growth Company Status

The Company is classified as an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards.

Signatures

• For the Company: /s/ Roger Bendelac
• For the Investor: /s/ Anastasio Carayanni, President, S.E.E Capitals Ltd. (Dated March 24, 2026)

Disclaimer: This article is an interpretation of public filings and is not intended as investment advice. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The information herein may be subject to change based on subsequent filings or corporate actions.

View Drugs Made In America Acquisition II Corp. Historical chart here