10-K: Drugs Made In America Acquisition II Corp. Files Annual Report

Drugs Made In America Acquisition II Corp. (DMIIU) has filed its annual report for the fiscal year ended December 31, 2025, detailing its activities as a blank check company and outlining its strategy for a future business combination.

Summary

• Drugs Made In America Acquisition II Corp. (DMIIU) has filed its Form 10-K for the fiscal year ended December 31, 2025.
• The company is a blank check company formed to merge with a business in the pharmaceutical industry.
• As of December 31, 2025, the company had not yet completed an initial business combination.
• The company's IPO in September 2025 raised $500 million, with an additional $12 million from a private placement.
• Proceeds from the IPO and private placement were placed in a trust account, totaling $500 million.
• The company experienced a net loss of $151,719 for the period from August 23, 2024, to December 31, 2024, and a net income of $4,187,050 for the year ended December 31, 2025.
• The net income in 2025 was primarily driven by interest earned on the trust account ($4,933,800) and a gain on extinguishment of an over-allotment option liability ($553,748), offset by a provision for credit losses ($812,113).
• The company has identified material weaknesses in its disclosure controls and procedures, including inadequate segregation of duties, insufficient written policies, and a lack of formal review for related party transactions.
• Significant management changes occurred in February 2026, with Lynn Stockwell resigning as CEO and Roger Bendelac appointed as the new CEO.
• The company is seeking a business combination target and has entered into a letter of intent for a convertible note financing of up to $1.4 million.
• The company's ability to continue as a going concern raises substantial doubt due to its reliance on completing a business combination within a prescribed period.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the identified material weaknesses in internal controls, the sponsor's financial inability to repay funds, and the resulting management changes, despite the successful IPO.

Positives

• Successfully completed an Initial Public Offering (IPO) in September 2025, raising $500 million.
• Secured an additional $12 million through a private placement simultaneously with the IPO.
• Generated a net income of $4,187,050 for the fiscal year ended December 31, 2025, primarily from interest income on trust account funds and a gain on extinguishment of an option liability.
• The company has a clear strategy to focus on the pharmaceutical industry for its business combination.
• The management team has experience in the pharmaceutical sector.
• The company has a strong board of directors with relevant industry expertise.

Negatives

• The company has not yet identified or completed an initial business combination within the specified timeframe.
• The company has identified material weaknesses in its disclosure controls and procedures.
• The company has a working capital deficit of $274,827 as of December 31, 2025.
• The company has a provision for credit losses of $812,113 related to funds due from the Sponsor, indicating potential unrecoverable amounts.
• The company's ability to continue as a going concern raises substantial doubt.
• The former CEO, Lynn Stockwell, resigned in February 2026 due to issues related to the Sponsor's inability to repay funds due to the company.

Risks

• Failure to complete an initial business combination within the 24-month period following the IPO will result in the redemption of public shares and liquidation.
• The company's reliance on the trust account for its operations and business combination means that claims by creditors could reduce the amount available for public shareholders.
• The company's disclosure controls and procedures are not effective due to material weaknesses.
• The company's business plan is dependent on identifying and successfully completing a business combination, which carries inherent risks.
• The company may not be able to find a suitable target business or complete the transaction on favorable terms.
• The company faces intense competition from other special purpose acquisition companies and private investors.
• The company's management team has potential conflicts of interest due to their involvement with other entities.
• The company's financial performance is highly dependent on the successful completion of a business combination.

Future Outlook

The company's primary objective is to identify and complete an initial business combination within 24 months of its IPO. The company intends to focus on targets within the pharmaceutical industry. The company is actively pursuing financing through convertible notes to support its operations and business combination efforts.

Management Comments

• The company's business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating.
• Management has determined that conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.
• The Sponsor is unable to fulfill the financial and operation obligations typically associated with the sponsor role.

Industry Context

StockSavvy.ai notes that as a Special Purpose Acquisition Company (SPAC), Drugs Made In America Acquisition II Corp. operates in a market focused on identifying and merging with private companies. The company's stated focus on the pharmaceutical industry aligns with a sector that often attracts SPAC investment due to its growth potential and regulatory landscape.

Management Changes

Related Party Transactions

• The Sponsor, Drugs Made In America Acquisition II LLC, was issued 44,722,222 ordinary shares for $35,000.
• The Sponsor surrendered and forfeited 18,847,722 ordinary shares in February 2025 and an additional 11,500,000 ordinary shares in May 2025 for no consideration.
• The company entered into an Administrative Services Agreement with the Sponsor for $10,000 per month for office space, administrative, and support services, which was cancelled in March 2026.
• The company paid its prior CFO $10,403 for services in 2025.
• The company has a consulting agreement with Titan Advisory Services LLC (where Saleem Elmasri is Managing Partner) for CFO services at $3,500 per month.
• The Sponsor withdrew $1,345,844 from the company's working capital account between September 26, 2025, and December 31, 2025, of which $325,000 repaid a note to the Sponsor and $208,731 repaid other offering costs.
• An outstanding balance of $812,113 was due back to the company from the Sponsor as of December 31, 2025, with recoverability deemed unlikely, leading to a full reserve for credit losses.

Stakeholder Impact

• Public shareholders face the risk of losing their investment if a business combination is not completed within the specified timeframe.
• The company's ability to continue as a going concern may impact the value of outstanding securities.
• The resignation of the CEO and issues with the sponsor could create uncertainty for investors.
• The ongoing search for a business combination target and potential financing arrangements will be critical for future shareholder value.

Next Steps

• Identify and complete an initial business combination within the 24-month timeframe.
• Continue to pursue financing through convertible notes.
• Address the material weaknesses in disclosure controls and procedures.
• Manage the transition to new leadership following the CEO's resignation.

Key Dates

Recommendation

The company has successfully completed its IPO and has a clear strategy, but the significant issues with the sponsor's financial obligations, the resulting management changes, and the identified material weaknesses in internal controls create substantial uncertainty. While the company is actively seeking a business combination and has secured some bridge financing, the risks associated with completing a suitable transaction and the ongoing going concern issues warrant a 'hold' recommendation until more clarity emerges.

Keywords

Drugs Made In America Acquisition II Corp, DMIIU, Form 10-K, Annual Report, SPAC, Blank Check Company, Pharmaceutical Industry, Business Combination, IPO, Trust Account, Financial Statements, SEC Filing