STOCK TITAN

Drugs Made in America (NASDAQ: DMAA) holders redeem $99M from SPAC trust

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Drugs Made in America Acquisition Corp. reported that shareholders approved an Extension Proposal at an Extraordinary General Meeting held on April 27, 2026, allowing the SPAC more time to complete a business combination. The proposal passed by special resolution with 18,906,281 votes for and 4,892,646 against.

As of the April 7, 2026 record date, 33,517,143 ordinary shares were issued and outstanding, and 23,798,927 shares were voted, representing about 70.58% of eligible shares. In connection with the vote, holders of 9,440,230 ordinary shares elected to redeem for cash from the trust.

The company will remove $99,336,016.67, or about $10.52 per share, from its trust account to pay redeeming holders. After these redemptions, 24,276,913 ordinary shares will remain outstanding, including 13,559,770 sold in the initial public offering. The Board approved an initial one‑month extension of the SPAC’s term to May 29, 2026.

Positive

  • None.

Negative

  • Holders of 9,440,230 shares elected redemption, removing $99,336,016.67 from the SPAC trust at about $10.52 per share, materially reducing cash available for a future business combination.

Insights

SPAC wins more time but loses about $99.3M to redemptions.

Drugs Made in America Acquisition Corp. obtained shareholder approval to extend its deadline, with 18,906,281 votes in favor versus 4,892,646 against. This keeps the SPAC alive to pursue a merger, and the Board has already authorized an initial one‑month extension to May 29, 2026.

However, redemptions are substantial: holders of 9,440,230 ordinary shares chose cash, pulling $99,336,016.67 (about $10.52 per share) from the trust account. That reduces the capital available to support any future business combination, unless replaced with PIPE or other financing not described here.

Post‑redemption, 24,276,913 ordinary shares remain outstanding, including 13,559,770 IPO shares. The SPAC now operates with fewer public shareholders and a smaller trust balance, so the economics of any eventual merger will depend heavily on terms negotiated before the extended deadline.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Record date share count 33,517,143 ordinary shares Issued and outstanding as of April 7, 2026
Shares voted 23,798,927 shares Voted at Extraordinary General Meeting; about 70.58% of eligible
Extension Proposal votes for 18,906,281 shares Votes in favor of Extension Proposal at Extraordinary General Meeting
Extension Proposal votes against 4,892,646 shares Votes against Extension Proposal at Extraordinary General Meeting
Redeemed shares 9,440,230 ordinary shares Shares redeemed for cash from trust in connection with vote
Cash removed from trust $99,336,016.67 Total paid to redeeming shareholders, about $10.52 per share
Post-redemption shares outstanding 24,276,913 ordinary shares Outstanding after redemptions, including 13,559,770 IPO shares
Initial extension date May 29, 2026 Board-approved initial one-month extension of SPAC term
Extraordinary General Meeting regulatory
"held an extraordinary general meeting of Shareholders (the “Extraordinary General Meeting”) at 10:00 a.m."
Extension Proposal regulatory
"The Extension Proposal was approved by the shareholders at the Extraordinary General Meeting."
special resolution regulatory
"The Extension Proposal was approved by special resolution of the Company’s shareholders"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
Trust Account financial
"for a pro rata portion of the funds held in the Trust Account."
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Redemption financial
"exercised their right to redeem such shares (the “Redemption”) for a pro rata portion"
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.
Second Amended and Restated Memorandum and Articles of Association regulatory
"Form of Amendment to Second Amended and Restated Memorandum and Articles of Association, adopted on April 27, 2026"
false --12-31 0002028614 0002028614 2026-04-27 2026-04-27 0002028614 DMAA:UnitsEachConsistingOfOneOrdinaryShare0.0001ParValueAndOneRightToReceiveOneeighthOfOneOrdinaryShareMember 2026-04-27 2026-04-27 0002028614 DMAA:OrdinarySharesParValue0.0001PerShareMember 2026-04-27 2026-04-27 0002028614 DMAA:RightsEachEntitlingHolderToReceiveOneeighthOfOneOrdinaryShareMember 2026-04-27 2026-04-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

 

April 27, 2026

Date of Report (Date of earliest event reported)

 

Drugs Made In America Acquisition Corp.

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands   001-42467   99-2394788
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

420 Lexington Avenue, Suite 1402

New York, NY

  10170
(Address of Principal Executive Offices)   (Zip Code)

 

646-726-7074

Registrant’s telephone number, including area code:

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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, each consisting of one Ordinary share, $0.0001 par value and one right to receive one-eighth of one ordinary share   DMAAU   The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share   DMAA   The Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-eighth of one Ordinary Share   DMAAR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Drugs Made in America Acquisition Corp. (the “Company”) held an extraordinary general meeting of Shareholders (the “Extraordinary General Meeting”) at 10:00 a.m. on April 27, 2026 for the purposes of considering and voting upon:

 

  Extension Proposal: A proposal, by special resolution, to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) by adopting an amendment to the Existing Charter in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment”) which reflects the extension of the date by which the Company must consummate a business combination (the “Combination Period”) up to twelve (12) times from April 29, 2026 (the “Termination Date”) to April 29, 2027, each by an additional one (1) month (each an “Extension”) for a total of 12 months after the Termination Date, assuming a Business Combination has not occurred, so long as the Company’s sponsor deposits the lessor of $300,000 or $0.04 per non redeemed public share for each one-month extension period into the Trust Account;

  

  Adjournment Proposal: A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Proposal, or for such other reasons as the Chairman of the Extraordinary General Meeting, in his sole discretion, shall deem appropriate.

 

For more information on these proposals, please refer to the Company’s proxy statement dated April 14, 2026 (the “Proxy Statement”). The Extension Proposal was approved by the shareholders at the Extraordinary General Meeting.

 

The foregoing description of the Extension Amendment is a summary only and is qualified in its entirety by reference to the full text of the Form of Amendment to the Second Amended and Restated Memorandum and Articles of Association, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The disclosure set forth in Item 5.03 above is incorporated into this Item 5.07 by reference.

 

As of April 7, 2026, the record date for the Extraordinary General Meeting, there were 33,517,143 ordinary shares issued and outstanding, entitled to vote at the Extraordinary General Meeting. At the Extraordinary General Meeting, there were 23,798,927 shares voted by proxy or in person, or approximately 70.58% of the shares issued and outstanding and entitled to vote at the Extraordinary General Meeting; therefore a quorum was present.

 

The Extension Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:

 

FOR   AGAINST   ABSTAIN
18,906,281   4,892,646   0

 

The Adjournment Proposal was not presented to the shareholders because, as disclosed in the Proxy Statement, there were sufficient votes to approve the Extension Proposal.

 

Item 8.01. Other Events.

 

In connection with the shareholders’ vote at the Extraordinary General Meeting, holders of 9,440,230 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, $99,336,016.67 (approximately $10.52 per share) will be removed from the Trust Account to pay such holders. Following the aforementioned Redemption, the Company will have 24,276,913 ordinary shares outstanding including 13,559,770 sold in the initial public offering.

 

The Board of Directors of the Company has approved an initial one-month extension of the term to May 29, 2026.

 

1 

 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number
  Description
3.1   Form of Amendment to Second Amended and Restated Memorandum and Articles of Association, adopted on April 27, 2026
104   Cover Page Interactive Data File

 

2 

 

 

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 hereunto duly authorized.

 

Dated: May 1, 2026

 

  DRUGS MADE IN AMERICA ACQUISITION CORP.
     
  By: /s/ Roger Bendelac
  Name:  Roger Bendelac
  Title: Chief Executive Officer

 

3 

 

FAQ

What did DMAA shareholders approve at the April 27, 2026 meeting?

Shareholders of Drugs Made in America Acquisition Corp. (DMAA) approved an Extension Proposal by special resolution, with 18,906,281 votes for and 4,892,646 against. This extends the SPAC’s time to complete a business combination, with an initial one‑month extension to May 29, 2026.

How many DMAA shares were eligible and actually voted at the Extraordinary General Meeting?

As of the April 7, 2026 record date, DMAA had 33,517,143 ordinary shares issued and outstanding entitled to vote. At the Extraordinary General Meeting, 23,798,927 shares were voted in person or by proxy, representing approximately 70.58% of eligible shares and establishing a quorum.

How large were the DMAA shareholder redemptions and at what price per share?

In connection with the vote, holders of 9,440,230 ordinary shares of DMAA exercised redemption rights. The company will remove $99,336,016.67 from its trust account to pay these holders, equating to approximately $10.52 per redeemed share based on the disclosed figures.

How many DMAA shares remain outstanding after the redemptions?

Following the redemption of 9,440,230 ordinary shares, Drugs Made in America Acquisition Corp. will have 24,276,913 ordinary shares outstanding. This total includes 13,559,770 shares that were originally sold in the company’s initial public offering, as disclosed in the filing.

Was an adjournment proposal considered at the DMAA Extraordinary General Meeting?

An Adjournment Proposal was included in DMAA’s proxy materials but was not presented at the Extraordinary General Meeting. The company disclosed that sufficient votes were already obtained to approve the Extension Proposal, so an adjournment to solicit more votes was unnecessary.

Filing Exhibits & Attachments

5 documents