Drugs Made In America Acquisition (DMAA) risk factors, FY2024 10-K

Drugs Made In America Acquisition's FY2024 10-K, filed Mar 31, 2025, lists 65 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
650 groups
Section length
19k wordsItem 1A

Drugs Made In America Acquisition's biggest risks in the FY2024 10-K

  • The company completed its initial public offering on January 29, 2025, raising gross proceeds of $200,000,000.

The risks most specific to Drugs Made In America Acquisition

  • As of December 31, 2024, we had cash of $1,351. 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

    The initial public offering closed on January 29, 2025, selling 20,000,000 units at $10.00 per unit for $200,000,000 in gross proceeds.

  • 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

    A total of $231,150,000 was placed into a trust account following the initial public offering and related unit sales.

  • 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

    Transaction costs of $8,898,201 were incurred, including $1,150,000 in cash underwriting fees and $6,900,000 in deferred underwriting fees.

  • ITEM 11. EXECUTIVE COMPENSATION

    Drugs Made In America Acquisition LLC is paid $10,000 per month for office space, administrative, and support services.

  • ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

    The sponsor holds 9,857,143 founder shares after surrendering 12,503,968 ordinary shares on November 6, 2024.

  • The firm of MaloneBailey, LLP (“MaloneBailey”), acts as our independent registered public accounting firm. The following is a summary of fees paid to MaloneBailey for services rendered

    Independent accounting firm MaloneBailey, LLP billed approximately $151,880 for audit services related to inception through December 31, 2024.

  • LIABILITIES AND SHAREHOLDERS’ DEFICIT

    As of December 31, 2024, total liabilities were $795,669, including $662,324 in related party promissory notes.

All 65 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Liquidity and Capital Resources
  2. 02As of December 31, 2024, we had cash of $1,351. 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
  3. 03Following 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
  4. 04We 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
  5. 05Off-Balance Sheet Financing Arrangements
  6. 06Critical Accounting Estimates
  7. 07Recent Accounting Standards
  8. 08ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  9. 09Evaluation of Disclosure Controls and Procedures
  10. 10Management’s Annual Report on Internal Control Over Financial Reporting
  11. 11Changes in Internal Control Over Financial Reporting
  12. 12Directors and Executive Officers
  13. 13Myron W. Shulgan 79 Director
  14. 14Our board of directors consists of four members
  15. 15Officer and Director Compensation
  16. 16Committees of the Board of Directors
  17. 17Each member of the audit committee is financially literate, and our board of directors has determined that Mr. Shulgan qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
  18. 18Compensation Committee Interlocks and Insider Participation
  19. 19Section 16(a) Beneficial Ownership Reporting Compliance
  20. 20ITEM 11. EXECUTIVE COMPENSATION
  21. 21ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  22. 22(1) Unless otherwise indicated, the business address of each of the following entities or individuals is c/o Drugs Made In America Acquisition Corp., 1 East Broward Boulevard, Suite 700, Fort Lauderdale, FL 33301
  23. 23Restrictions on Transfers of Founder Shares and Private Placement Units
  24. 24ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  25. 25We have entered into an administrative services agreement pursuant to which we have agreed to pay our sponsor $10,000 per month for office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees
  26. 26We have entered into a registration rights agreement with respect to the founder shares, Private Placement Units (and underlying securities) and units (and underlying securities) issued upon conversion of working capital loans (if any), which is described under Item 12
  27. 27These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
  28. 28The firm of MaloneBailey, LLP (“MaloneBailey”), acts as our independent registered public accounting firm. The following is a summary of fees paid to MaloneBailey for services rendered
  29. 29Tax Fees. During the period from May 23, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning
  30. 30ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  31. 31Notes to Financial Statements F-7
  32. 324.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 333-281170) initially filed with the SEC on August 1, 2024)
  33. 334.3 Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1 (File No. 333-281170) initially filed with the SEC on August 1, 2024)
  34. 3410.8 Note Conversion Agreement, dated as of January 29, 2025, by and between the Company and Drugs Made In America Acquisition LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2025)
  35. 35104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  36. 36Title: Chief Executive Officer
  37. 37Report of Independent Registered Public Accounting Firm (PCAOB ID: 206) F-2
  38. 38Opinion on the Financial Statements
  39. 39LIABILITIES AND SHAREHOLDERS’ DEFICIT
  40. 40Commitments and contingencies
  41. 41(1) Includes an aggregate of up to 1,285,714 ordinary shares subject to surrender and forfeiture if the over-allotment option is 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)
  42. 42Basic and diluted net loss per ordinary shares $ (0.03 )
  43. 43Balance — December 31, 2024 9,857,143 $ 986 $ 34,014 $ (279,845 ) $ (244,845 )
  44. 44FOR THE PERIOD FROM MAY 23, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024
  45. 45Net cash used in operating activities (172,265 )
  46. 46NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
  47. 47Although 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
  48. 48Transaction 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
  49. 49Going Concern Consideration
  50. 50Cash and Cash Equivalents
  51. 51As of 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
  52. 52Fair Value of Financial Instruments
  53. 53Net Loss Per Ordinary Share
  54. 54NOTE 3 — INITIAL PUBLIC OFFERING
  55. 55NOTE 4 — PRIVATE PLACEMENT
  56. 56Administrative Support Agreement
  57. 57Promissory Note — Related Party
  58. 58Amended and Restated Private Units Purchase Agreement and Subscription Promissory Note
  59. 59NOTE 7 — SHAREHOLDERS’ DEFICIT
  60. 60NOTE 8 — SEGMENT INFORMATION
  61. 61When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include general and administrative expenses
  62. 62NOTE 9 — SUBSEQUENT EVENTS
  63. 63On January 29, 2025, the Company repaid the Sponsor $900,000 simultaneously with the closing of the Initial Public Offering
  64. 64On January 29, 2025, the Company consummated the Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating proceeds of $200,000,000, which is described in Note 1 and Note 3
  65. 65On 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

Other Drugs Made In America Acquisition 10-Ks

  • FY2025 10-K risk factors
    80 risks25 new10 dropped34 reworded

    The company completed its initial public offering, raising capital and investing cash into a trust account.

    Filed Apr 15, 2026

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.