[8-K] Drugs Made In America Acquisition II Corp. Reports Material Event

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Drugs Made in America Acquisition II Corp. entered new agreements covering its finance and leadership roles. The company updated its Statement of Work with Titan Advisory Services LLC, which provides chief financial officer and principal accounting officer services through Saleem Elmasri.

Under the previously disclosed consulting arrangement, Mr. Elmasri’s services were tied to a $3,500 monthly fee and a grant or transfer of 100,000 ordinary shares upon engagement. The company also signed a CEO Compensation Agreement with Aleutian Equity Holdings LLC, the designated compensation vehicle for Chief Executive Officer Roger E. Bendelac, which includes customary indemnification, limitation of liability, dispute resolution, and governing law provisions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

04/28/2026 - 05:26 PM

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 22, 2026

Date of Report (Date of earliest event reported)

Drugs Made In America Acquisition II Corp.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-42863		98-1815624
(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)

954-870-3104

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, par value $0.0001 per share, and one Right to receive one-tenth (1/10) of an Ordinary Share	DMIIU	The Nasdaq Stock Market LLC
Ordinary Shares	DMII	The Nasdaq Stock Market LLC
Rights	DMIIR	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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on November 17, 2025, Drugs Made in America Acquisition II Corp. (the “Company”) appointed Saleem Elmasri as Chief Financial Officer of the Company and entered into a Master Services Agreement (the “Consulting Agreement”) with Titan Advisory Services LLC for the provision of such principal financial and accounting officer services by Mr. Elmasri. The Consulting Agreement included a Statement of Work (the “SoW”) for the services to be rendered by Mr. Elmasri and the $3,500 monthly compensation to be paid by the Company. In addition, the Company shall grant, or the Company’s former Chief Executive Officer, Lynn Stockwell, shall transfer 100,000 ordinary shares of the Company to Saleem Elmasri upon engagement.

On April 22, 2026, the Company entered into an updated Statement of Work (the “Updated SoW”) with Titan. Pursuant to the Updated SoW:

●

The services to be rendered by Mr. Elmasri and the compensation to be paid by the Company under the SoW remain unchanged;

●

The compensation due under the SoW remains outstanding and accrues as binding obligations of the Company; and

●

As Titan has not been issued 100,000 ordinary shares per the SoW, Titan’s designated recipient, Saleem Elmasri, shall be entitled to receive 175,000 ordinary shares, which shall be earned upon execution of a definitive agreement and are to be issued at the closing of the Company’s initial business combination, within ten (10) days thereafter.

As previously disclosed, on February 28, 2026, the Company appointed Roger Bendelac as the Company’s Chief Executive Officer. Mr. Bendelac’s compensation was not determined at the time of the appointment.

On April 22, 2026, the Company entered into a compensation agreement (the “CEO Compensation Agreement”) with Aleutian Equity Holdings LLC, the designated compensation vehicle for Roger E. Bendelac, the Company’s Chief Executive Officer. Pursuant to the CEO Compensation Agreement:

●

Mr. Bendelac is entitled to compensation of $4,500 per month, of which $2,500 is payable currently and up to $2,000 may be deferred based on the Company’s cash flow. Deferred amounts accrue as binding obligations of the Company; and

●

Mr. Bendelac, as the designated recipient, is entitled to receive 250,000 ordinary shares of the Company, which shall be earned upon execution of a definitive agreement and are to be issued at the closing of the Company’s initial business combination, within ten (10) days thereafter.

The CEO Compensation Agreement also includes customary provisions regarding indemnification, limitation of liability, dispute resolution, and governing law.

The foregoing descriptions of the Updated SoW and the CEO Compensation Agreement are summaries only and are qualified in their entirety by reference to the full text of the Updated SoW and the CEO Compensation Agreement, which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Statement of Work between and by Drugs Made in America Acquisition II Corp. and Titan Advisory Services LLC, dated April 22, 2026
10.2		CEO Compensation Agreement between and by Drugs Made in America Acquisition II Corp. and Aleutian Equity Holdings LLC, dated April 22, 2026
104		Cover Page Interactive Data File

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: April 28, 2026

	DRUGS MADE IN AMERICA ACQUISITION II CORP.

	By:	/s/ Roger Bendelac
	Name:	Roger Bendelac
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

[8-K] Drugs Made In America Acquisition II Corp. Reports Material Event

Rhea-AI Filing Summary

Positive

Negative

8-K Event Classification

Filing Exhibits & Attachments

Agreements & Contracts

Other Documents