UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________
to _______________
Commission File Number: 001-42467
DRUGS MADE IN AMERICA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands 99-2394788
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
1 East Broward Boulevard, Suite 700
Fort Lauderdale , FL 33301
(Address of principal executive offices, including zip code)
(954) 870-3099
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 DMAAU The Nasdaq Stock Market LLC
Ordinary Shares DMAA The Nasdaq Stock Market LLC
Rights DMAAR The Nasdaq Stock Market LLC
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☐ Large accelerated filer ☐ Accelerated filer
☒ Non-accelerated filer ☒ Smaller reporting company
☒ 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. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of August 14, 2025, there were 33,517,143 ordinary
shares outstanding (inclusive of shares included in outstanding units).
DRUGS MADE IN AMERICA ACQUISITION CORP.
TABLE OF CONTENTS
Page
Part I – Financial Information
Item 1. Financial Statements
Balance Sheets as of June 30, 2025 and December 31, 2024 (Unaudited)
1
Statements of Operations for the Three and Six Months Ended June 30, 2025 and for the Period from May 23, 2024 (Inception) through June 30, 2024 (Unaudited)
2
Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2025 and for the Period from May 23, 2024 (Inception) through June 30, 2024 (Unaudited)
3
Statements of Cash Flows for the Six Months Ended June 30, 2025 and for the Period from May 23, 2024 (Inception) through June 30, 2024 (Unaudited)
4
Notes to Financial Statements (Unaudited)
5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item 3. Quantitative and Qualitative Disclosures About Market Risk
23
Item 4. Controls and Procedures
23
Part II – Other Information
Item 1. Legal Proceedings
24
Item 1A. Risk Factors
24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
24
Item 3. Defaults Upon Senior Securities
24
Item 4. Mine Safety Disclosures
24
Item 5. Other Information
24
Item 6. Exhibits
25
Signatures
26
i
PART I – FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
DRUGS MADE IN AMERICA ACQUISITION CORP.
BALANCE SHEETS
(UNAUDITED)
June 30,
2025
December 31,
2024
ASSETS
Current assets
Cash
$ 822
$ 1,351
Prepaid expenses and other current assets
48,904
3,640
Total Current Assets
49,726
4,991
Deferred offering costs
—
545,833
Cash and investments held in Trust Account
235,155,966
—
TOTAL ASSETS
$ 235,205,692
$ 550,824
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses
$ 147,453
$ 77,280
Accrued offering costs
153,988
56,065
Promissory note – related party
—
662,324
Total Current Liabilities
301,441
795,669
Deferred underwriting fee payable
6,900,000
—
Total Liabilities
7,201,441
795,669
Commitments
Ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.22 and $ 0 per share as of June 30, 2025 and December 31, 2024, respectively
235,155,966
—
Shareholders’ Deficit
Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2025 and December 31, 2024
—
—
Ordinary shares, $ 0.0001 par value; 220,000,000 shares authorized; 10,517,143 and 9,857,143 shares issued and outstanding, excluding 20,000,000 and 0 shares subject to redemption as of June 30, 2025 and December 31, 2024, respectively
1,052
986
Share subscription receivable
( 695,825 )
—
Additional paid-in capital
—
34,014
Accumulated deficit
( 6,456,942 )
( 279,845 )
Total Shareholders’ Deficit
( 7,151,715 )
( 244,845 )
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
$ 235,205,692
$ 550,824
The accompanying notes are an integral part of
the unaudited financial statements.
1
DRUGS MADE IN AMERICA ACQUISITION CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months
Ended
June 30,
2025
Six Months
Ended
June 30,
2025
For the
Period from
May 23,
2024
(inception) through
June 30,
2024
General and administrative costs
$
131,919
$
462,844
$
54,931
Loss from operations
( 131,919
)
( 462,844
)
( 54,931
)
OTHER INCOME
Interest earned on cash and investments held in Trust Account
2,420,498
4,005,966
—
Total other income
2,420,498
4,005,966
—
NET INCOME (LOSS)
$
2,288,579
$
3,543,122
$
( 54,931
)
Weighted average redeemable ordinary shares outstanding – basic and diluted
23,000,000
19,110,497
—
Basic and diluted net income (loss) per redeemable ordinary share
$
0.07
$
0.12
$
—
Weighted average non-redeemable ordinary shares outstanding (1)(2)
10,517,143
10,067,451
8,571,429
Basic net income (loss) per non-redeemable ordinary share
$
0.07
$
0.12
$
( 0.01
)
Weighted average non-redeemable ordinary shares outstanding (1)(2)
10,517,143
10,424,325
8,571,429
Diluted net income (loss) per non-redeemable ordinary share
$
0.07
$
0.12
$
( 0.01
)
(1) Includes an aggregate of up to 1,285,714 ordinary shares subject
to surrender and forfeiture if the over-allotment option were not exercised in full by the underwriters (Note 5). In February 2025, the
over-allotment option was exercised by the underwriters and these shares are no longer subject to forfeiture (Note 9).
(2) On November 6, 2024, the Sponsor surrendered and forfeited 12,503,968
ordinary shares to the Company for no consideration, following which the Sponsor held 9,857,143 ordinary shares. All share and per share
data has been retrospectively presented.
The accompanying notes are an integral part of
the unaudited financial statements.
2
DRUGS MADE IN AMERICA ACQUISITION CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS’
DEFICIT
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2025
Ordinary Shares
Share Subscription
Additional
Paid-in
Accumulated
Total
Shareholders’
Shares
Amount
Receivable
Capital
Deficit
Deficit
Balance — January 1, 2025
9,857,143
$ 986
$ —
$ 34,014
$ ( 279,845 )
$ ( 244,845 )
Sale of 430,000 Private Placement Units
430,000
43
( 1,100,000 )
4,299,957
—
3,200,000
Fair value of representative shares
230,000
23
—
—
—
23
Fair value of rights included in Public Units
—
—
—
3,424,700
—
3,424,700
Allocated value of transaction costs to redeemable shares
—
—
—
( 147,830 )
—
( 147,830 )
Expenses paid by the Sponsor
—
—
247,621
—
—
247,621
Accretion and remeasurement for redeemable ordinary shares to redemption amount
—
—
—
( 7,610,841 )
( 7,299,721 )
( 14,910,562 )
Net income
—
—
—
—
1,254,543
1,254,543
Balance – March 31, 2025
10,517,143
$ 1,052
$ ( 852,379 )
$ —
$ ( 6,325,023 )
$ ( 7,176,350 )
Expenses paid by the Sponsor
—
—
156,554
—
—
156,554
Accretion and remeasurement for redeemable ordinary shares to redemption amount
—
—
—
—
( 2,420,498 )
( 2,420,498 )
Net income
—
—
—
—
2,288,579
2,288,579
Balance – June 30, 2025
10,517,143
$ 1,052
$ ( 695,825 )
$ —
$ ( 6,456,942 )
$ ( 7,151,715 )
FOR THE PERIOD FROM MAY 23, 2024 (INCEPTION)
THROUGH JUNE 30, 2024
Ordinary Shares
Share Subscription
Additional
Paid-in
Accumulated
Total
Shareholders’
Shares
Amount
Receivable
Capital
Deficit
Deficit
Balance — May 23, 2024 (Inception)
—
$ —
$ —
$ —
$ —
$ —
Issuance of ordinary shares (1)(2)
9,857,143
986
—
34,014
—
35,000
Net income
—
—
—
—
( 54,931 )
( 54,931 )
Balance – June 30, 2024
9,857,143
$ 986
$ —
$ 34,014
$ ( 54,931 )
$ ( 19,931 )
(1) Includes an aggregate of up to 1,285,714 ordinary shares subject
to surrender and forfeiture if the over-allotment option were not exercised in full by the underwriters (Note 5). In February 2025, the
over-allotment option was exercised by the underwriters and these shares are no longer subject to forfeiture (Note 9).
(2) On November 6, 2024, the Sponsor surrendered and forfeited 12,503,968
ordinary shares to the Company for no consideration, following which the Sponsor held 9,857,143 ordinary shares. All share and per share
data has been retrospectively presented.
The accompanying notes are an integral part of
the unaudited financial statements.
3
DRUGS MADE IN AMERICA ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months
Ended
June 30,
For the
Period from
May 23,
2024
(inception) through
June 30,
2025
2024
Cash Flows from Operating Activities:
Net income (loss)
$ 3,543,122
$ ( 54,931 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Payment of operating costs through promissory note
83,676
—
Interest earned on cash and investments held in Trust Account
( 4,005,966 )
—
Changes in operating assets and liabilities:
Prepaid expenses
( 48,904 )
( 60,000 )
Accounts payable and accrued expenses
70,173
—
Net cash used in operating activities
( 357,899 )
( 114,931 )
Cash Flows from Investing Activities:
Investment of cash into Trust Account
( 231,150,000 )
—
Net cash used in investing activities
( 231,150,000 )
—
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid
228,850,000
—
Proceeds from issuance of Class B ordinary shares to Sponsor
—
35,000
Proceeds from promissory note - related party
—
374,955
Proceeds from sale of Private Placement Units
3,200,000
—
Expenses paid by Sponsor under share subscription receivable
354,175
—
Repayment of promissory note - related party
( 900,000 )
( 189,865 )
Payment of offering costs
3,195
( 87,061 )
Net cash provided by financing activities
231,507,370
133,029
Net Change in Cash
( 529 )
18,098
Cash – Beginning of period
1,351
—
Cash – End of period
$ 822
$ 18,098
Supplemental disclosure of cash flow information:
Share subscription receivable
$ 1,100,000
$ —
Offering costs included in equity
$ 848,201
$ —
Offering costs included in accrued offering costs
$ 94,516
$ 896
Deferred offering costs paid through promissory note – related party
$ 204,000
$ 25,000
Accretion and remeasurement of redeemable ordinary shares to redemption value
$ 17,331,060
$ —
Deferred underwriting fee payable
$ 6,900,000
$ —
Offering costs paid via prepaid expense
$ 3,640
—
The accompanying notes are an integral part of
the unaudited financial statements.
4
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Drugs Made In America Acquisition Corp. (the “Company”)
is a blank check company newly incorporated in the Cayman Islands on May 23, 2024 . The Company was incorporated for the purpose of
effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination
with one or more businesses (the “Business Combination”).
Although the Company may acquire a business in
any industry, it intends to focus on companies in the pharmaceutical industry. The Company is an early stage and emerging growth company
and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of June 30, 2025, the Company had not commenced
any operations. All activity for the period from May 23, 2024 (inception) through June 30, 2025 relates to the Company’s formation,
the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering,
identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion
of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from
the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s
Initial Public Offering was declared effective on January 7, 2025 and the post-effective amendment to the registration statement was declared
effective on January 27, 2025. On January 29, 2025, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units”
and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, generating
proceeds of $ 200,000,000 , which is described in Note 3. On February 18, 2025, the underwriters exercised their over-allotment option to
purchase an additional 3,000,000 Units at a purchase price of $ 10.00 per Unit, generating additional gross proceeds of $ 30,000,000 , which
is described in Note 3.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 400,000 units (the “Private Placement Units”) at a price of $ 10.00 per
Private Placement Unit in a private placement to Drugs Made In America Acquisition LLC (the “Sponsor”), for $ 4,000,000 , of
which $ 1,100,000 was not received and included as share subscription receivable. Since the Initial Public Offering until June 30, 2025,
the Sponsor has paid $ 404,175 in expenses on behalf of the Company (including $ 50,000 related to the administrative support agreement)
affecting the share subscription receivable on the unaudited balance sheet to $ 695,825 . Simultaneously with the sale of the over-allotment
option Units on February 18, 2025, the Sponsor purchased an additional 30,000 Private Placement Units at a purchase price of $ 10.00 per
Private Placement Unit, generating additional gross proceeds of $ 300,000 .
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although
substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance
that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business
Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in
the Trust Account (as defined below) (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account)
at the time of the agreement to enter into the initial business combination. The Company will only complete a Business Combination if
the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company
Act of 1940, as amended (the “Investment Company Act”).
5
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Following the closing of the Initial Public Offering
on January 29, 2025 and the over-allotment option closing on February 18, 2025 an amount of $ 231,150,000 ($ 10.05 per Unit) from the net
proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account
(“Trust Account”), located in the United States and invested only in U.S. government treasury obligations with a
maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit
accounts), as determined by the Company, until the earlier of: (i) the completion of a Business Combination; (ii) the redemption
of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with its initial business combination or to redeem 100 % of the Public Shares if the Company does not complete its initial business combination
within the Combination Period (as defined below) or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity; and (iii) the redemption of the Public Shares if the Company has not completed
an initial business combination within the Combination Period, subject to applicable law, as described below.
Transaction costs amounted to $ 8,898,201 consisting
of $ 1,150,000 of cash underwriting fees, $ 6,900,000 of deferred underwriting fees, and $ 848,201 of other offering costs.
The Company will provide the holders of the outstanding
Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination
or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro
rata portion of the amount then in the Trust Account (initially $ 10.05 per Public Share, plus any pro rata interest then in the Trust
Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s
rights. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion
of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
Notwithstanding the foregoing, if the Company
seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s
amended and restated memorandum and articles of association provide that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its
shares with respect to more than an aggregate of 15 % of the Public Shares, without the prior consent of the Company.
The initial shareholders and the Company’s
officers and directors have entered into a letter agreement, pursuant to which they have agreed to (i) waive their redemption rights
with respect to any founder shares, private shares and public shares held by them in connection with the completion of the initial Business
Combination, (ii) waive their redemption rights with respect to any founder shares, private shares and public shares held by them
in connection with a shareholders’ vote to amend the amended and restated memorandum and articles of association (A) to modify
the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of
the public shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or
(B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity;
and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares and private shares
they hold if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled
to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial
Business Combination within the Combination Period). If the Company submits the initial Business Combination to the public shareholders
for a vote, the initial shareholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to the
terms of a letter agreement, to vote any shares held by them in favor of the initial Business Combination.
6
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The underwriters have agreed to waive their rights
to their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business
Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account
that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share
value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).
The Company will have until 15 months
from the closing of the Initial Public Offering (April 29, 2026) to complete a Business Combination. However, if the Company is unable
to complete the initial Business Combination within 15 months from the closing the Initial Public Offering, the time period to complete
an initial Business Combination can be extended without shareholder approval up to two times, each by an additional three months
(for a total of up to 21 months to complete an initial Business Combination) (the “Combination Period”), subject to the
Sponsor depositing into the Trust Account $ 0.10 per public share outstanding in connection with each such extension. If the Company
has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account (net of funds withdrawn to pay taxes, if any, and up to $ 100,000 of interest to pay dissolution
expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining shareholders and board of directors, liquidate and dissolve,
subject, in each case, to the obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law.
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the independent
registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which
the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of
(i) $ 10.05 per Public Share and (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation
of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to
seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial
Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not
be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor
will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for
the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company
does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the
Trust Account.
Going Concern Consideration
As of June 30, 2025, the Company had $ 822 in cash
and a working capital deficit of $ 251,715 . The Company has incurred and expects to continue to incur significant costs in pursuit of its
financing and acquisition plans. Additionally, the date for mandatory liquidation and subsequent dissolution raise substantial doubt about
the Company’s ability to continue as a going concern. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern within one year after the date that the unaudited financial statements are issued. Management plans to
address this uncertainty through a Business Combination. There is no assurance that the Company’s plans to raise capital or to consummate
a Business Combination will be successful within the Combination Period. The financial statement does not include any adjustments that
might result from the outcome of this uncertainty.
7
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for
interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant
to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes
necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying
unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation
of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited financial statements
should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2025. The interim
results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending
December 31, 2025 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the
“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent
registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that
a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of financial statement in conformity
with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statement.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
8
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 822 and $ 1,351 in cash and no
cash equivalents as of June 30, 2025 and December 31, 2024, respectively.
Cash and Investments Held in Trust Account
At June 30, 2025, cash and investments held in
the Trust Account were held in money market funds which invest in U.S. Treasury securities. All of the Company’s cash and investments
held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited balance sheets at fair
value at the end of each reporting period. Gains and losses resulting from the change in fair value of cash and investments held in the
Trust Account are included in interest earned on cash and investments held in Trust Account in the accompanying unaudited statement of
operations. The estimated fair values of cash and investments held in Trust Account are determined using available market information.
Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical
assets.
Offering Costs
The Company complies with the requirements of
the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”.
Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20,
“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into
its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between
ordinary shares and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights
and then to the ordinary shares. Offering costs allocated to the ordinary shares were charged to temporary equity and offering costs allocated
to the public and private placement rights were charged to shareholders’ deficit as public and private placement rights after management’s
evaluation were accounted for under equity treatment.
Income Taxes
The Company accounts for income taxes under ASC
Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income
taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets
and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods
in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
As of June 30, 2025 and December 31, 2024, there
were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the unaudited balance sheets, primarily due to their short-term nature.
9
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Redeemable Share Classification
The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder
vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company
classifies Public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within
the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding
instruments (i.e., Public Rights (as defined below)) and as such, the initial carrying value of Public Shares classified as temporary
equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately
as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately
upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.
The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit.
Accordingly, as of June 30, 2025, ordinary shares subject to possible redemption is presented at redemption value as temporary equity,
outside of the shareholders’ deficit section of the Company’s unaudited balance sheets. Increases or decreases in the carrying
amount of redeemable shares are affected by charges against additional paid-in capital and accumulated deficit.
As of December 31, 2024, there were no shares
subject to possible redemption. As of June 30, 2025, the ordinary shares subject to possible redemption reflected in the unaudited balance
sheets are reconciled in the following table:
Shares
Amount
Gross proceeds
20,000,000
$ 200,000,000
Less:
Proceeds allocated to Public Rights
( 2,978,000 )
Proceeds allocated to over-allotment option
( 305,179 )
Ordinary share issuance cost
( 7,703,027 )
Plus:
Remeasurement of carrying value to redemption value
11,986,206
Ordinary shares subject to possible redemption, January 29, 2025
20,000,000
$ 201,000,000
Gross proceeds from exercise of over-allotment option
3,000,000
30,000,000
Less:
Proceeds allocated to Public Rights from exercise of over-allotment option
( 446,700 )
Ordinary share issuance cost from exercise of over-allotment option
( 1,047,367 )
Plus:
Exercise of over-allotment option
305,179
Remeasurement of carrying value to redemption value
2,924,356
Ordinary shares subject to possible redemption, March 31, 2025
23,000,000
$ 232,735,468
Plus:
Remeasurement of carrying value to redemption value
2,420,498
Ordinary shares subject to possible redemption, June 30, 2025
23,000,000
$ 235,155,966
Derivative Financial Instruments
The Company evaluates its financial
instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with
ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities,
the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with
changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are
classified in the unaudited balance sheets as current or non-current based on whether or not net cash settlement or conversion of the
instrument could be required within 12 months of the unaudited balance sheets date. The underwriters’ over-allotment option
is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability
pursuant to ASC 480 since it was not exercised at the time of the Initial Public Offering.
10
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Net Income (Loss) Per Ordinary
Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred
to as redeemable ordinary shares and non-redeemable ordinary shares. Income and losses are shared pro rata between the two classes of
ordinary shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss) per ordinary share is
calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.
The calculation of diluted net income (loss) per
ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the private placement
of the Private Placement Units to receive an aggregate of 2,928,750 ordinary shares in the calculation of diluted income (loss) per ordinary
share, because their issuance is contingent upon future events.
The Company has considered the effect of non-redeemable
ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the
underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning
of the interim period to determine the dilutive impact of these shares.
The following table presents a reconciliation
of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2025
Redeemable
shares
Non-redeemable
shares
Redeemable
shares
Non-redeemable
shares
Basic net income per share:
Numerator:
Allocation of net income
$ 1,570,460
$ 718,119
$ 2,320,616
$ 1,222,506
Denominator:
Weighted-average shares outstanding
23,000,000
10,517,143
19,110,497
10,067,451
Basic net income per ordinary share
$ 0.07
$ 0.07
$ 0.12
$ 0.12
Diluted net income per share:
Numerator:
Allocation of net income
$ 1,570,460
$ 718,119
$ 2,292,576
$ 1,250,546
Denominator:
Weighted-average shares outstanding
23,000,000
10,517,143
19,110,497
10,424,325
Diluted net income per ordinary share
$ 0.07
$ 0.07
$ 0.12
$ 0.12
For The Period from May 23, 2024 (Inception) through
June 30, 2024
Redeemable
Non-Redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss
$ —
$ ( 54,931 )
Denominator:
Weighted-average shares outstanding
—
8,571,429
Basic and diluted net loss per ordinary share
$ —
$ ( 0.01 )
Recent Accounting Standards
In November 2024, the FASB issued Accounting Standards
Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific
expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years
beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company
is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial
statement.
11
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering consummated
on January 29, 2025, the Company sold 20,000,000 Units at a price of $ 10.00 per Unit. Each Unit consists of one ordinary share and one
right (“Public Right”), with each Public Right entitling the holder to receive one-eighth (1/8) of one ordinary share upon
the consummation of an initial business combination. In connection with the Initial Public Offering, the underwriters were granted a 45 -day
option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On February 18, 2025, the underwriters exercised
their option to purchase an additional 3,000,000 Units at a purchase price of $ 10.00 per Unit, generating additional gross proceeds of
$ 30,000,000 .
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 400,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in
a private placement to the Sponsor, for $ 4,000,000 , of which $ 1,100,000 was not received and included as share subscription receivable.
Since the Initial Public Offering until June 30, 2025, the Sponsor has paid $ 404,175 in expenses on behalf of the Company (including $ 50,000
related to the administrative support agreement) affecting the share subscription receivable on the unaudited balance sheet to $ 695,825 .
Each Private Placement Unit consists of one ordinary share and one right to receive one-eighth (1/8) of one ordinary share upon the consummation
of an initial business combination. The proceeds from the sale of the Private Placement Units are added to the net proceeds from
the Initial Public Offering held in the Trust Account. Simultaneously with the sale of the over-allotment option Units on February 18,
2025, the Sponsor purchased an additional 30,000 Private Placement Units at a purchase price of $ 10.00 per Private Placement Unit, generating
additional gross proceeds of $ 300,000 . If the Company does not complete a Business Combination within the Combination Period, the proceeds
from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject
to the requirements of applicable law).
NOTE 5 — RELATED PARTIES
Founder Shares
On June 17, 2024, the Company issued to the
Sponsor an aggregate of 22,361,111 ordinary shares, par value $ 0.0001 per share, in exchange for $ 35,000 or approximately $ 0.0016 per
share. On November 6, 2024, the Sponsor surrendered and forfeited 12,503,968 ordinary shares to the Company for no consideration, following
which the Sponsor held 9,857,143 ordinary shares (the “Founder Shares”). All share and per share data has been retrospectively
presented. The Founder Shares included an aggregate of up to 1,285,714 shares subject to surrender and forfeiture to the extent that the
underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted
basis, approximately 30 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including
the Private Placement Units and the representative shares and assuming the Sponsor does not purchase any Public Shares in the Initial
Public Offering). On January 29, 2025 the Company completed its Initial Public Offering and the over-allotment option remained unexercised.
Subsequently, on February 18, 2025, the underwriters exercised their over-allotment option to purchase an additional 3,000,000 Units.
As such, 1,285,714 shares are no longer subject to forfeiture.
The Sponsor has entered into a letter agreement
with the Company pursuant to which, with certain limited exceptions, the Founder Shares and the Private Placement Units, including the
underlying securities, are not transferable, assignable or salable (except to directors and officers and other persons or entities affiliated
with the Company’s initial shareholders, each of whom will be subject to the same transfer restrictions) until the earlier of: (i)
with respect to 50 % of the Founder Shares and the Private Placement Units, the earlier of six months after the date of the consummation
of the initial Business Combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.50
per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30 -trading day period commencing after the initial Business Combination and (ii) with respect to the remaining 50 % of
the Founder Shares and the Private Placement Units, six months after the date of the consummation of the initial Business Combination,
or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, share exchange
or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities
or other property.
Administrative Support Agreement
The Company has entered into an administrative
services agreement, effective on January 7, 2025, pursuant to which the Company has agreed to pay the Sponsor or an affiliate $ 10,000
for office space, and administrative and support services. Upon completion of the initial Business Combination or the Company’s
liquidation, the administrative services agreement will terminate, and the Company will cease paying these monthly fees. For the three
and six months ended June 30, 2025, the Company incurred $ 30,000 and $ 51,000 in administrative support fees and included in general and
administrative costs on the unaudited statement of operations. As of June 30, 2025, $ 1,000 is included in accounts payable and accrued
expenses in the accompanying unaudited balance sheets and $ 50,000 was a reduction in share subscription receivable on the unaudited balance
sheet. For the period from May 23, 2024 (inception) through June 30, 2024, we did not incur fees for these services.
12
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Promissory Note — Related Party
On June 13, 2024, the Sponsor issued an unsecured
promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal
amount of $ 500,000 . On November 21, 2024, the Sponsor amended the Promissory Note to increase the amount the Company may borrow to $ 750,000 .
On December 5, 2024, the Sponsor further amended the Promissory Note to increase the amount the Company may borrow to $ 1,850,000 . The
Promissory Note is non-interest bearing and shall be due and payable upon the closing of the Company’s initial Business Combination
or upon the Company’s dissolution, whichever occurs first. During the period from May 23, 2024 (inception) through December 31,
2024, the Company received funds totaling approximately $ 1,700,000 from various investors on behalf of the Sponsor. These monies represent
advances paid to the Sponsor for purchase of Founder Shares upon successful completion of the Initial Public Offering. The monies were
received on behalf of the Sponsor and deposited into the Company’s bank account instead of the Sponsor’s bank account. During
the period from May 23, 2024 (inception) through December 31, 2024, the Company repaid approximately $ 1,200,000 of the balance due to
the Sponsor related to investments it had received on behalf of the Sponsor, resulting in a balance of approximately $ 500,000 due to the
Sponsor, which is accounted for as part of the promissory note amount on the unaudited balance sheets. In conjunction with the Initial
Public Offering $ 900,000 was repaid to the Sponsor, $ 204,000 in deferred offering costs were paid by the Sponsor and $ 94,574 in expenses
were paid by the Sponsor. As of June 30, 2025 and December 31, 2024, there was $ 0 and $ 662,324 , respectively, outstanding under the Promissory
Note.
Advisory Services
The Company received advisory services from an
uncompensated related party advisor, husband to the CEO of the Company (the “Advisor”). The role of such advisor is to assist
in the day-to-day transactions of the Company.
CFO Agreement
Effective July 1, 2024, the Company’s CFO
has a consulting agreement with the Company. For the three and six months ended June 30, 2025, the Company has incurred $ 8,825 and $ 22,764
of expense reported in general and administrative costs on the unaudited statement of operations, respectively. As of June 30, 2025 and
December 30, 2024, $ 20,000 and $ 0 , respectively, was paid by the Advisor. As of June 30, 2025 and December 31, 2024, $ 0 and $ 1,300 is
included in accounts payable and accrued expenses on the balance sheets.
Related Party Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a
Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.
Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such
Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit. The units would
be identical to the Private Placement Units. As of June 30, 2025 and December 31, 2024, no working capital loans were outstanding.
13
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Amended and Restated Private Units Purchase
Agreement and Subscription Promissory Note
Simultaneously with the closing of the Initial
Public Offering, the Company has entered into an amended and restated private units purchase agreement with the Sponsor, pursuant to which
the Sponsor agreed to purchase an aggregate of 400,000 Private Placement Units (or 430,000 Private Placement Units if the underwriters’
over-allotment is exercised in full) at a price of $ 10.00 per Private Placement Unit ($ 4,000,000 , or an aggregate of $ 4,300,000 if the
underwriters’ over-allotment is exercised in full) from the Company in the private placement. Under the agreement, the Sponsor agreed
to provide the Company up to $ 1,100,000 in working capital loans under the subscription promissory note, which loans shall be converted
into Private Placement Units, at the price of $ 10.00 per Unit. To the extent the amount of such loans is less than $ 1,100,000 , the Sponsor
agreed that it (or, if applicable, it and any transferees of Private Placement Units) shall surrender for cancellation any and all rights
to up to an aggregate of 110,000 Private Placement Units at $ 10.00 per unit.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
The United States and global markets are
experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the
Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)
deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries
have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal
of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain
countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine
and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict
and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom,
the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting
impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could
lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain
interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the
global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above-mentioned factors, or any other
negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,
the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial
Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. The unaudited
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Registration Rights
The holders of the Founder Shares, Private Placement
Units (and underlying securities) and any Private Placement Units (and underlying securities) that may be issued on conversion
of working capital loans are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register
such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form registration
demands, that the Company register such securities. In addition, the holders have certain piggy-back registration rights with respect
to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to
register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will
provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective
until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such
registration statements.
14
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Underwriting Agreement
The Company granted the underwriters a 45-day
option from the date of the final prospectus dated January 27, 2025, to purchase up to 3,000,000 additional Units to cover over-allotments,
if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 18, 2025, the underwriters exercised
their option in full to purchase an additional 3,000,000 Units at a purchase price of $ 10.00 per Unit, generating additional gross proceeds
of $ 30,000,000 .
The underwriters were entitled to a cash underwriting
discount of $ 0.05 per Unit, or 0.5 % of the gross proceeds of the Initial Public Offering, or $ 1,000,000 in the aggregate (or up to $ 1,150,000
if the over-allotment option is exercised in full), paid at the closing of the Initial Public Offering and the $ 150,000 was paid on the
closing of the over-allotment option. In addition, the underwriters are entitled to a deferred fee of $ 0.30 per Unit, or 3.0 % of
the gross proceeds of the Initial Public Offering, or $ 6,900,000 in the aggregate, of which 25.0 % will be adjusted net of redemptions
(i.e., for purposes of calculating the deferred underwriting commission net of redemptions, 25.0 % of the deferred underwriting commissions
will determined by the dollar amount that is product of (i) 3.0% multiplied by the product of the number of unredeemed public shares,
multiplied by $10.00 and (ii) 25.0%). The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account
solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition,
the Company agreed to issue the underwriters 230,000 ordinary shares, denoted as representative shares.
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preference Shares — The
Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2025 and December
31, 2024, there were no preference shares issued or outstanding.
Ordinary Shares — The
Company is authorized to issue 220,000,000 ordinary shares with a par value of $ 0.0001 per share. Holders of ordinary shares are entitled
to one vote for each share. As of June 30, 2025 and December 31, 2024, there are 10,517,143 and 9,857,143 ordinary shares issued and outstanding,
excluding 23,000,000 and 0 share subject to redemption, respectively. Of the ordinary shares outstanding at December 31, 2024, an aggregate
of up to 1,285,714 ordinary shares were subject to surrender and forfeiture to the extent that the underwriters’ over-allotment
option was not exercised in full or in part so that the number of Founder Shares would equal 30 % of the Company’s issued and outstanding
ordinary shares after the Initial Public Offering (not including the Private Placement Units and the representative shares and assuming
Sponsor does not purchase any Public Shares in the Initial Public Offering). In February 2025 the over-allotment option was exercised
in full by the underwriters and these shares are no longer subject to forfeiture.
Rights — Except
in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-eighth
(1/8) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection
with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance
with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business
Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-eighth
(1/8) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete
the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the
Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
15
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Representative Shares — The
Company issued to Clear Street LLC, the representative of the underwriters in the Initial Public Offering, 200,000 ordinary shares (the
“representative shares”) at the time of the consummation of Initial Public Offering and 30,000 representative shares at the
closing of the over-allotment option. The holders of the representative shares have agreed (i) that they will not transfer, assign or
sell any such shares without our prior consent until the completion of the initial Business Combination, (ii) to waive their redemption
rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business
Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company
fails to complete its initial Business Combination within 15 months from the closing of the Initial Public Offering (or up to 21 months
from the closing if the Company extends the period of time to consummate a Business Combination).
The representative shares have been deemed compensation
by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the Initial
Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will
not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the
securities by any person for a period of 180 days immediately following the commencement of sales of the Initial Public Offering, nor
may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales
of the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona
fide officers or partners.
Subscription Receivable —
On January 29, 2025, the Company issued a new unsecured subscription promissory note to the Sponsor in connection with the amended and
restated units purchase agreement (as described in Note 5) pursuant to which the Company may borrow up to an aggregate principal amount
of $ 1,100,000 working capital loans. The Sponsor further agrees that such loans shall be converted into Private Units, at the price of
$ 10.00 per unit. To the extent the amount of such loans is less than $ 1,100,000 , the Sponsor acknowledges and agrees that it (or, if applicable,
it and any transferees of Private Units) shall surrender for cancellation any and all rights to up to an aggregate of 110,000 Private
Units at $ 10.00 per unit. As of June 30, 2025, there was $ 695,825 outstanding and reported as share subscription receivable on the unaudited
balance sheet.
NOTE 8 — FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
16
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The following table presents information about
the Company’s financial instruments that are measured at fair value as of June 30, 2025 and January 29, 2025 and indicates the fair
value hierarchy of the valuation inputs the Company utilized to determine such fair value. There were no assets or liabilities measured
at fair value as of December 31, 2024.
Level
June 30,
2025
Assets:
Investments held in Trust Account
1
$ 235,155,966
Level
January 29,
2025
Assets:
Investments held in Trust Account
1
$ 201,000,000
Liabilities:
Over-allotment option
3
$ 305,179
Equity:
Fair value of Public Rights for ordinary shares subject to possible redemption allocation
3
$ 2,978,000
The over-allotment option was accounted for as
a liability in accordance with ASC 815-40 and is measured at fair value at inception and on a recurring basis, with changes in fair value
presented within change in fair value of over-allotment liability in the statement of operations. In February 2025 the over-allotment
option was exercised in full by the underwriters and ceased to exist thereafter.
The Company used a Black-Scholes model to value
the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement
date due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected
life and risk-free interest rate. The Company estimates the volatility of its ordinary share based on historical volatility that matches
the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant
date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent
to their remaining contractual term.
The rights were valued using an iterative analysis
based on market comparable. The following criteria was utilized to select comparable Special Purpose Acquisition Companies who were pre-business
combination and included rights as part of their units that were publicly trading with significant time remaining to complete their initial
business combination:
Criteria
Low
High
IPO Proceeds
60
250
Warrant Coverage
-
0.5
Rights Coverage (per unit)
0.05
0.13
Remaining Months to Complete
7
21
17
DRUGS MADE IN AMERICA ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 9 — SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,”
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information
is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding
how to allocate resources and assess performance.
The Company’s CODM has been identified as
the Chief Executive Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources
and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.
The CODM assesses performance for the single segment
and decides how to allocate resources based on net income or loss that also is reported on the unaudited statement of operations as net
income or loss. The measure of segment assets is reported on the unaudited balance sheets as total assets. When evaluating the Company’s
performance and making key decisions regarding resource allocation, the CODM reviews key metrics, which includes general and administrative
expenses and interest earned on cash and investments held in Trust Account which are included in the accompanying unaudited statements
of operations.
The key metrics included in segment profit or
loss reviewed by the CODM are interest earned on cash and investments held in Trust Account and general and administrative costs. The
CODM reviews interest earned on cash and investments held in the Trust Account to measure and monitor shareholder value and determine
the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General
and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete
a Business Combination within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce
all contractual agreements to ensure costs are aligned with all agreements and budget.
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the unaudited balance sheets and through the date that the financial statements were issued. Based upon this review,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
18
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
References in this report to “we,”
“us,” “our” or the “Company” refer to Drugs Made In America Acquisition Corp. References to our “management”
or our “management team” refer to our officers and directors, and references to the “sponsor” refer to Drugs Made
In America Acquisition LLC. The following discussion and analysis of the Company’s financial condition and results of operations
should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information
contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties
Special Note Regarding Forward-Looking Statements
Some of the statements contained in this report
may constitute “forward-looking statements” for purposes of the federal securities laws. All statements, other than statements
of historical fact included in this report including, without limitation, statements in this “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and
the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,”
“anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance,
but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For
information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking
statements, please refer to the “Risk Factors” section of the Company’s final prospectus for its initial public offering
filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC can be accessed
on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company
disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future
events or otherwise.
Overview
We are a blank check company incorporated in the
Cayman Islands on May 23, 2024 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses. We intend to effectuate our initial business combination
using cash derived from the proceeds of the Initial Public Offering (as defined below) and the sale of the Private Placement Units (as
defined below), our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
While we may pursue a business combination target
in any business, industry or geographical location, we intend to focus our search for businesses in the pharmaceutical industry. The Company
is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and
emerging growth companies.
The registration statement for the Company’s
initial public offering (the “IPO” or “Initial Public Offering”) was declared effective on January 27, 2025. On
January 29, 2025, we consummated our Initial Public Offering of 20,000,000 units (the “Units”). Each Unit consists of one
ordinary share, $0.0001 par value (“ordinary share”) and one right to receive one-eighth (1/8) of one ordinary share upon
the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per unit, generating gross proceeds,
before expenses, of $200,000,000. We granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments,
if any.
19
Simultaneously with the closing of the IPO, we
consummated the private placement with Drugs Made In America Acquisition LLC, our sponsor, of 400,000 units (the “Private Placement
Units”) at a price of $10.00 per unit, for $4,000,000. The Private Placement Units are identical to the Units sold in the IPO, except
that the Private Placement Units, including the underlying securities, may not, subject to certain limited exceptions, be transferable,
assignable or salable by the sponsor until the earlier of: (i) with respect to 50% of the Private Placement Units, the earlier of six
months after the date of the consummation of our initial business combination and the date on which the closing price of our ordinary
shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (ii) with
respect to the remaining 50% of the Private Placement Units, six months after the date of the consummation of our initial business combination,
or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or
other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities
or other property. The sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private
Placement Units. No underwriting discounts or commissions were paid with respect to such sale. The Private Placement Units were issued
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”).
Subsequently, the underwriters exercised the over-allotment
option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred
on February 18, 2025. The total aggregate issuance by us of 3,000,000 Over-Allotment Option Units at a price of $10.00 per unit resulted
in total gross proceeds of $30,000,000. On February 18, 2025, simultaneously with the sale of the Over-Allotment Option Units, we consummated
the private sale of an additional 30,000 Private Placement Units, generating gross proceeds of $300,000.
Following the closing of the IPO, a total of $
231,150,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the private placement
of the Private Placement Units, were placed in a trust account established for the benefit of the Company’s public shareholders
(the “trust account”) established by VStock Transfer, LLC, our transfer agent and maintained by Wilmington Trust, National
Association acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us
to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur
of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our
obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to
shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed
an initial business combination within the completion window, subject to applicable law. The funds in the trust account will be invested
only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash
items (including in demand deposit accounts).
We will have up to 15 months to consummate an
initial business combination (April 29, 2026) from the closing of the IPO (which may be extended without shareholder approval up to two
times, each by an additional three months (for a total of up to 21 months to complete an initial business combination from the closing
of the IPO), subject to the sponsor depositing into the trust account $0.10 per public share outstanding in connection with each such
extension). If we are unable to consummate an initial business combination within such time period, we will redeem 100% of the issued
and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account (net of funds withdrawn to pay our taxes, if any,
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject
to applicable law, and then seek to liquidate and subsequently dissolve.
20
We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of the initial business combination, including interest (net of funds withdrawn to pay our taxes, if any), divided by the number of then
issued and outstanding public shares, subject to certain limitations. Our public shareholders will be permitted to redeem their shares
regardless of whether they abstain, vote for, vote against, or vote at all with respect to the proposed business combination. There will
be no redemption rights upon the completion of our initial business combination with respect to our rights. Our sponsor, directors and
officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to any shares held by them in connection with the completion of our initial business combination.
If a shareholder vote on our initial business
combination is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will offer
to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, and will file tender offer documents with
the SEC prior to completing our initial business combination which contain substantially the same financial and other information about
our initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act.
Results of Operations
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from May 23, 2024 (inception) through June 30, 2025 were organizational activities,
those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying
a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of
our initial business combination. We generate non-operating income in the form of interest earned on cash and investments held in the
trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
as well as for due diligence expenses.
For the three months ended June 30, 2025, we had
a net income of $2,288,579, which consists of interest earned on cash and investments held in the trust account of $2,420,498, offset
by general and administrative costs of $131,919.
For the six months ended June 30, 2025, we had
a net income of $3,543,122, which consists of interest earned on cash and investments held in the trust account of $4,005,966, offset
by general and administrative costs of $462,844.
For the period from May 23, 2024 (inception) through
June 30, 2024, we had a net loss of $54,931, which consists of general and administrative costs.
Liquidity and Capital Resources
As of June 30, 2025, we had cash of $822. Until
the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary shares by the sponsor
and loans from our sponsor.
On January 29, 2025, we consummated the Initial
Public Offering of 20,000,000 Units, at a price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the
closing of the Initial Public Offering, we consummated the sale of 400,000 Private Placement Units to the sponsor at a price of $10.00
per unit for $4,000,000, of which $1,100,000 was not received and included as share subscription receivable. Since the Initial Public
Offering until June 30, 2025, the Sponsor has paid $404,175 in expenses on behalf of the Company (including $50,000 related to the administrative
support agreement) affecting the share subscription receivable on the unaudited balance sheet to $695,825. On February 18, 2025, the underwriters
exercised their over-allotment option to purchase an additional 3,000,000 Units at a purchase price of $10.00 per Unit, generating additional
gross proceeds of $30,000,000. Simultaneously with the sale of the over-allotment Units, the sponsor purchased an additional 30,000 Private
Placement Units at a purchase price of $10.00 per unit, generating additional gross proceeds of $300,000.
Following the Initial Public Offering, the sale
of the Private Placement Units and the over-allotment option close, a total of $231,150,000 was placed in the trust account.
On January 29, 2025, we issued a new unsecured
subscription promissory note to the sponsor (the “Subscription Promissory Note”) in connection with the amended and restated
units purchase agreement pursuant to which we may borrow up to an aggregate principal amount of $1,100,000 working capital loans. The
sponsor further agrees that such loans shall be converted into Private Placement Units, at the price of $10.00 per unit. To the extent
the amount of such loans is less than $1,100,000, the sponsor acknowledges and agrees that it (or, if applicable, it and any transferees
of Private Placement Units) shall surrender for cancellation any and all rights to up to an aggregate of 110,000 Private Placement Units
at $10.00 per unit. As of June 30, 2025, there was $695,825 outstanding and reported as share subscription receivable on the unaudited
balance sheet.
We incurred $8,898,201 of transaction costs, consisting
of $1,150,000 of cash underwriting fees, $6,900,000 of deferred underwriting fees, and $848,201 of other offering costs.
We intend to use substantially all of the funds
held in the trust account, including any amounts representing interest earned on the trust account, which interest shall be net of taxes
payable, if any, and excluding deferred underwriting commissions, to complete our initial business combination. We may withdraw interest
from the trust account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration
to complete an initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance
the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
21
We intend to use the funds from the Subscription
Promissory Note primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses, structure, negotiate and complete an initial business combination.
In order to fund working capital deficiencies
or finance transaction costs in connection with an initial business combination, our sponsor or an affiliate of our sponsor or certain
of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination,
we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that a business combination does
not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from
our trust account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into units of the
post-business combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units.
We do not believe we will need to raise additional
funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target
business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary
to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may
need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant
number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt
in connection with such business combination.
Going Concern
In connection with our assessment of going concern
considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that
the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern within
one year after the date that the unaudited financial statements are issued. No adjustments have been made to the carrying amounts of assets
or liabilities should we be required to liquidate.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of June 30, 2025. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities, other than to pay the sponsor $10,000 per month for office space, and
administrative and support services pursuant to an administrative services agreement. Upon completion of the initial business combination
or our liquidation, the administrative services agreement will terminate, and we will cease paying these monthly fees.
The underwriters were entitled to a cash underwriting
discount of $0.05 per Unit, or 0.5% of the gross proceeds of the Initial Public Offering, or $1,150,000 in the aggregate, paid at the
closing of the Initial Public Offering and the over-allotment option closing. In addition, the underwriters are entitled to a deferred
fee of $0.30 per Unit, or 3.0% of the gross proceeds of the Initial Public Offering, or $6,900,000 in the aggregate, of which 25.0% will
be adjusted net of redemptions (i.e., for purposes of calculating the deferred underwriting commission net of redemptions, 25.0% of the
deferred underwriting commissions will determined by the dollar amount that is product of (i) 3.0% multiplied by the product of the number
of unredeemed public shares, multiplied by $10.00 and (ii) 25.0%). The deferred fee becomes payable to the underwriters from the amounts
held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.
In addition, we agreed to issue the underwriters 200,000 ordinary shares (or up to 230,000 ordinary shares if the over-allotment option
is exercised in full), denoted as representative shares.
22
Critical Accounting Estimates
The preparation of unaudited financial statements
and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the unaudited financial statements, and income and expenses during the periods reported. Actual results could materially
differ from those estimates. We have not identified any critical accounting estimates.
Recent Accounting Standards
In November 2024, the FASB issued Accounting Standards
Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific
expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years
beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company
is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. Following the consummation
of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the trust account, have been invested
in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S.
treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate
risk.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed
to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our
management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the
Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of June 30, 2025. Based upon their evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) were not effective due to the material weakness of inadequate segregation of duties within account processes due to limited personnel
and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.
We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits
must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation
of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances
of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial
Reporting
There was no change in our internal control over
financial reporting that occurred during the fiscal quarter of 2025 covered by this Quarterly Report on Form 10-Q that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
23
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On January 29, 2025, we consummated the Initial
Public Offering of 20,000,000 Units at $10.00 per Unit, generating proceeds of $200,000,000. Clear Street LLC acted as sole book-running
manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement
on Form S-1 (No. 333-281170). The registration statement was declared effective on January 7, 2025 and the post-effective amendment to
the registration statement was declared effective on January 27, 2025.
Simultaneous with the consummation of the Initial
Public Offering, we consummated the private placement with the sponsor of 400,000 Private Placement Units at a price of $10.00 per unit,
generating total proceeds of $4,000,000. Each Private Placement Unit consists of one ordinary share and one right to receive one-eighth
(1/8) of one ordinary share upon the consummation of an initial business combination. The proceeds from the sale of the Private Placement
Units were added to the net proceeds from the Initial Public Offering held in the trust account. The issuance was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act.
On February 18, 2025, the underwriters exercised
their over-allotment option to purchase an additional 3,000,000 Units at a purchase price of $10.00 per Unit, generating additional gross
proceeds of $30,000,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated
the sale of an additional 30,000 Private Placement Units at $10.00 per Private Unit, generating total proceeds of $300,000. A total of
$231,150,000 was deposited into the trust account.
We paid a total of $8,898,201, consisting of $1,150,000
of cash underwriting fees, $6,900,000 of deferred underwriting fees, and $848,201 of other offering costs and expenses related to the
Initial Public Offering.
For a description of the use of the proceeds generated
in our Initial Public Offering, see Part I, Item 2 of this report.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None .
24
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference
into, this report:
No.
Description of Exhibit
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Furnished
herewith
25
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 thereunto
duly authorized.
Date: August 14, 2025
DRUGS MADE IN AMERICA ACQUISITION CORP.
By:
/s/ Lynn Stockwell
Name:
Lynn Stockwell
Title:
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Glenn Worman
Name:
Glenn Worman
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
26
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.