SCHEDULE: Sponsor & CEO Disclose 10.2% Stake in Drugs Made In America II
Schedule 13D
Drugs Made In America Acquisition II Corp.'s sponsor and CEO, Lynn Stockwell, jointly reported a beneficial ownership of 10.2% of the company's ordinary shares.
Summary
- Drugs Made In America Acquisition II LLC (the 'Sponsor') and Lynn Stockwell, the Issuer's CEO and Executive Chair, jointly reported beneficial ownership of 6,708,333 ordinary shares of Drugs Made In America Acquisition II Corp.
- This ownership represents 10.2% of the Issuer's 65,575,000 ordinary shares issued and outstanding.
- The reported shares include 700,000 ordinary shares underlying 700,000 private placement units, with each unit comprising one ordinary share and one right to receive one-tenth (1/10) of an ordinary share upon an initial business combination.
- The Reporting Persons acquired these shares for investment purposes and intend to review their investment on an ongoing basis.
- Lynn Stockwell, in her capacity as CEO and Executive Chair, may influence the Issuer's corporate activities, including potential business combinations.
- The Sponsor initially acquired 44,722,222 Founder Shares for $35,000 in September 2024, subsequently surrendering 18,847,722 shares in February 2025 and an additional 11,500,000 shares in May 2025 for no consideration.
- In September 2025, concurrent with the IPO, the Sponsor purchased 700,000 Private Placement Units for $7,000,000 and transferred a total of 8,366,667 ordinary shares to officers, directors, and other parties.
Sentiment
Score: 5
Explanation: The filing is a factual disclosure of beneficial ownership and related agreements, not a performance report. It outlines the ownership structure and commitments of the sponsor and CEO, which is neutral in sentiment but foundational for a SPAC's operations.
Positives
- The completion of the Issuer's initial public offering (IPO) in September 2025 indicates progress towards its operational goals.
- The Sponsor's and CEO's significant beneficial ownership of 10.2% demonstrates a vested interest in the company's success.
- The Reporting Persons have committed to voting their shares in favor of the Issuer's initial business combination, providing stability for future strategic moves.
Negatives
- The Sponsor surrendered a substantial number of Founder Shares (18,847,722 in February 2025 and 11,500,000 in May 2025) for no consideration, reducing their initial stake significantly.
Risks
- The Issuer's future success is contingent on the consummation of an initial business combination, which is not guaranteed.
- The Reporting Persons have waived their redemption rights for certain shares and their rights to liquidating distributions from the trust account for founder and private shares if an initial business combination is not completed within the completion window, which could impact their recovery in such an event.
- A lock-up period restricts the transfer, assignment, or sale of 50% of founder shares and private units until six months after the initial business combination or when the share price reaches $12.50 for 20 trading days, and the remaining 50% for six months after the initial business combination, limiting liquidity for the Reporting Persons.
Future Outlook
The Reporting Persons acquired their stake for investment purposes and intend to continuously review their investment. They may acquire additional securities, retain, or sell existing holdings based on the Issuer's financial position, investment strategy, market conditions, and general economic factors. Lynn Stockwell, as CEO and Executive Chair, may influence corporate activities, including potential business combinations or dispositions, changes to capitalization, ownership, or board structure, and suggestions for improving financial and operational performance. The Issuer is actively working towards completing an initial business combination.
Management Comments
- Lynn Stockwell serves as the Chief Executive Officer and Executive Chair of the board of directors of the Issuer and has voting and dispositive power over the shares owned by Drugs Made In America Acquisition II LLC.
- Ms. Stockwell disclaims any beneficial ownership except to the extent of her pecuniary interest.
Industry Context
This filing pertains to a Special Purpose Acquisition Company (SPAC), Drugs Made In America Acquisition II Corp., which is focused on completing an initial business combination. The disclosure of significant beneficial ownership by the sponsor and key management is a standard event following a SPAC's IPO, outlining the foundational ownership structure and commitments ahead of a de-SPAC transaction. The lock-up agreements and waivers of redemption rights are typical provisions designed to align the sponsor's interests with long-term shareholder value and facilitate the business combination process.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Agreement on Redemption Rights and Voting | Reporting Persons agreed to waive redemption rights for certain shares, waive rights to liquidating distributions from the trust account for founder and private shares if an initial business combination is not completed, and vote any shares held in favor of the Issuer's initial business combination. | 2025-09-24 | Aligns the interests of the sponsor and CEO with the successful completion of an initial business combination and provides stability for the de-SPAC process. |
| Lock-up Agreement | Reporting Persons agreed not to transfer, assign, or sell founder shares or private units for a specified period: 50% for six months post-business combination or until shares reach $12.50, and the remaining 50% for six months post-business combination. | 2025-09-24 | Ensures long-term commitment from the sponsor and prevents immediate dilution or market overhang post-business combination, subject to performance-based early release for half the shares. |
| Registration Rights Agreement | The Sponsor was granted certain demand and 'piggyback' registration rights, subject to customary conditions and limitations. | 2025-09-24 | Provides the Sponsor with future liquidity options for their holdings, allowing them to sell shares in public offerings alongside the company or other major shareholders. |
Related Party Transactions
- On September 11, 2024, the Company issued 44,722,222 Founder Shares to Drugs Made In America Acquisition II LLC (the Sponsor) for $35,000.
- In February 2025, the Sponsor surrendered 18,847,722 ordinary shares to the Company for no consideration.
- In May 2025, the Sponsor surrendered an additional 11,500,000 ordinary shares to the Company for no consideration.
- On September 26, 2025, the Sponsor purchased 700,000 Private Placement Units from the Company for $7,000,000.
- As of September 26, 2025, the Sponsor transferred 400,000 ordinary shares to certain of the Issuer's officers and directors for no consideration.
- As of September 26, 2025, the Sponsor transferred 7,966,667 ordinary shares via share transfer agreements for consideration ranging from no consideration to $1.50 per share.
Stakeholder Impact
- Shareholders: The significant ownership stake and commitment of the sponsor and CEO may instill confidence, while the waivers of redemption rights by the sponsor could be seen as a strong alignment of interests for the initial business combination.
- Employees (Officers/Directors): Certain officers and directors received ordinary shares from the Sponsor for no consideration, potentially aligning their interests with the company's performance.
- Creditors: The agreements related to the trust account and potential liquidating distributions could impact the security of funds if an initial business combination is not completed.
Next Steps
- Consummation of the Issuer's initial business combination.
- Reporting Persons may acquire additional securities or sell existing holdings based on market conditions and the Issuer's performance.
- Lynn Stockwell, as CEO and Executive Chair, may engage in discussions with management and the Board regarding corporate activities, including potential business combinations or strategic changes.
Key Dates
| Date | Description |
|---|---|
| 2024-09-11 | Company issued 44,722,222 Founder Shares to the Sponsor for $35,000. |
| 2025-02 | Sponsor surrendered and forfeited 18,847,722 ordinary shares to the Company for no consideration. |
| 2025-05 | Sponsor surrendered and forfeited an additional 11,500,000 ordinary shares to the Company for no consideration. |
| 2025-09-24 | Reporting Persons entered into a letter agreement with the Issuer, and the Issuer, Sponsor, and other security holders entered into a registration rights agreement. |
| 2025-09-24 | Sponsor entered into a private units purchase agreement with the Issuer. |
| 2025-09-26 | Closing of the Issuer's initial public offering (IPO) and simultaneous purchase of 700,000 Private Placement Units by the Sponsor. |
| 2025-09-26 | Sponsor transferred 400,000 ordinary shares to certain officers and directors for no consideration. |
| 2025-09-26 | Sponsor transferred 7,966,667 ordinary shares via share transfer agreements for consideration ranging from no consideration to $1.50 per share. |
| 2025-10-01 | Date of event which requires filing of this statement (Schedule 13D). |
| 2025-10-01 | Joint Filing Agreement entered into by the Reporting Persons. |
| 2025-10-02 | Date of signing for the Schedule 13D filing by Lynn Stockwell. |
Keywords
SPAC, Schedule 13D, beneficial ownership, Drugs Made In America Acquisition II Corp, Lynn Stockwell, sponsor, IPO, private placement, founder shares, corporate governance, investment strategy
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