DEF 14A of Drugs Made In America Acquisition Corp.
Filed Apr 14, 20260001213900-26-043527
Q. What interests do the Company’s directors and officers have in the approval of the Extension Proposal?
Q. What interests do the Company’s directors and officers have in the approval of the Extension Proposal? A. The Company’s directors, officers and their affiliates have interests in the Extension Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, but are not limited to, beneficial ownership of insider shares and private units that will become worthless if the Extension Proposal is not approved. See the section entitled “Interests of the Company’s Directors and Officers.”
The Company
The Company The Company is a blank check company incorporated in the Cayman Islands as an exempted company. We were incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. On June 17, 2024, we issued to the sponsor an aggregate of 22,361,111 ordinary shares (the “founder shares”) for an aggregate purchase price of $35,000, or approximately $0.0016 per share. On November 6, 2024, the sponsor surrendered and forfeited 12,503,968 ordinary shares to us for no consideration, resulting in 9,857,143 founder shares remaining. Prior to our sponsor’s initial investment of $35,000, the Company had no assets, tangible or intangible. On January 29, 2025, we consummated our initial public offering (the “IPO” or “Initial Public Offering”) of 20,000,000 units (the “Units”). Each 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 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. 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”). On February 13, 2025, 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. The mailing address of our principal executive office is 420 Lexington Avenue, Suite 1402, New York, NY. Our telephone number is 646-726-7074.
Interests of the Company’s Directors and Officers
Interests of the Company’s Directors and Officers When you consider the recommendation of the Board, you should keep in mind that the Company’s executive officers and members of the Board have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things: • If the Proposed Business Combination is not completed by April 29, 2027 (unless such date is further extended as provided in the Articles), we will be required to liquidate and dissolve. In such event, the founders shares held by the Initial Shareholders which were acquired prior to the IPO for an aggregate purchase price of $35,000, will be worthless because the Initial Shareholders and the Sponsor have agreed to waive their rights to any liquidation distributions. Such shares had an aggregate market value of approximately $103.6 million based on the closing price of the Public Shares of $10.51 on Nasdaq as of April 7, 2026. • If the Proposed Business Combination is not completed by April 29, 2027 (unless such date is further extended as provided in the Articles), the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. • The Sponsor and our officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if the proposed Business Combination is not completed by April 29, 2027 (unless such date is further extended as provided in the Articles), they will not have any claim against the Trust Account for reimbursement. Accordingly, we may not be able to reimburse these expenses if the Proposed Business Combination or another business combination is not completed within the allotted time period. • The Company’s officers and directors (or their affiliates) may make loans from time to time to the Company to fund certain capital requirements. As of the date of this proxy statement, no such loans have been made, but loans may be made after the date of this proxy statement. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to the Company outside of the Trust Account. In the event that the Proposed Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. All unpaid amounts would be forfeited. Additionally, if the Extension Proposal is approved and the Company consummates the Proposed Business Combination, the officers and directors may have additional interests that would be described in the proxy statement for such transaction.