Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market
Information
Our
units, ordinary shares and rights are listed on Nasdaq under the symbols “DMIIU,” “DMII” and “DMIIR,”
respectively.
Holders
As of April 15, 2026, there were 63,700,000 ordinary shares (inclusive
of ordinary shares included in our units) issued and outstanding, held by a total of 20 holders of record. The number of record holders
was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held
in the names of various security brokers, dealers, and registered clearing agencies.
Dividend
Policy
We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends
subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our
board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further,
if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by
restrictive covenants we may agree to in connection therewith.
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Securities
Unregistered
Sales
None.
Use
of Proceeds
On
September 26, 2025, we consummated our IPO of 50,000,000 Units. Each Unit consists of one ordinary share and one right to receive one-tenth
(1/10) 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 $500,000,000. We granted the underwriters a 45-day option to purchase up to
7,500,000 additional Units to cover over-allotments, if any. The over-allotment option was never exercised. Simultaneously with the closing
of the IPO, we consummated the private placement with Drugs Made In America Acquisition II LLC, our sponsor, and Cantor of an aggregate
of 1,200,000 Private Placement Units at a price of $10.00 per unit, for gross proceeds of $12,000,000. Of the total Private Placement
Units, 700,000 were sold to our sponsor and 500,000 were sold to Cantor.
12
On
September 26, 2025, a total of $500,000,000 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 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).
For
a description of the use of the proceeds generated in our IPO and the private placement of the Private Placement Units, see Part II,
Item 7 ( Management’s Discussion and Analysis of Financial Condition and Results of Operations ) of this Annual Report on
Form 10-K. There has been no material change in the planned use of proceeds from the IPO and the private placement of the Private Placement
Units as described in the Registration Statement. The specific investments in our trust account may change from time to time.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM
6. [RESERVED]