Drugs Made In America Acquisition (DMAA) risk factors, FY2025 10-K

Drugs Made In America Acquisition's FY2025 10-K, filed Apr 15, 2026, lists 80 risk factors. Against the prior year's 65: 25 new, 10 dropped, 34 substantially reworded.

Open DMAA in Gloom →
Drugs Made In America Acquisition's chart, financials and news, free in your browser.Open DMAA in Gloom →
Risk factors listed
800 groups
New this year
25vs 65 last year
Dropped
10since the prior 10-K
Substantially reworded
34of those kept
Section length
27k wordsItem 1A

What the changes say

  • The company completed its initial public offering, raising capital and investing cash into a trust account.
  • Internal control over financial reporting and compliance with SEC rules are now actively reported.
  • Related party transactions and sponsor arrangements continue to evolve with the business operations.

What changed since the prior 10-K

New

  • New

    We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than to pay the sponsor $10,000 per month for office space, and administrative and support services pursuant to an administrative services agreement which has been cancelled in March 2026

    We pay our sponsor $10,000 per month for office and support services under an agreement cancelled in March 2026, and underwriters are owed deferred fees contingent on a business combination.

  • New

    (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements

    Our internal controls over financial reporting may fail to prevent or detect errors or misstatements despite management's assessment using COSO criteria.

  • New

    Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024

    We have authorized 1,000,000 preference shares and 220,000,000 ordinary shares, with significant shares subject to redemption as of December 31, 2025.

  • New

    TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT $ 239,918,847 $ 550,824

    General and administrative costs reached $2,816,013 while interest earned on the trust account was $8,756,656 for the year ended December 31, 2025.

  • New

    (1) Includes $1,996,000 of share issuance expense related to the Company’s issuance of 200,000 ordinary shares for no consideration on March 11, 2025. See Note 7

    The underwriters exercised their over-allotment option in February 2025, releasing 1,285,714 ordinary shares from forfeiture.

  • New

    (3) On November 6, 2024, the Sponsor surrendered and forfeited 12,503,968 ordinary shares to the Company for no consideration, following which the Sponsor held 9,857,143 ordinary shares. All share and per share data has been retrospectively presented

    The sponsor surrendered and forfeited 12,503,968 ordinary shares on November 6, 2024, and 45,092 shares are subject to cancellation due to a default on a share subscription receivable.

  • New

    (1) On March 11, 2025, the Company issued 200,000 ordinary shares for no consideration. See Note 7

    We issued 200,000 ordinary shares for no consideration on March 11, 2025, resulting in $1,996,000 of share issuance expense.

  • New

    $ 34,014 $ ( 279,845 ) $ ( 244,845 )

    Operating cash flows were impacted by a net income of $5,940,643 offset by $8,756,656 of interest earned on cash and investments held in the trust account.

  • New

    Net income (loss) $ 5,940,643 $ ( 279,845 )

    Adjustments to net cash used in operating activities include $141,976 in promissory note payments and $1,996,000 in share issuance expenses.

  • New

    Interest earned on cash and investments held in Trust Account ( 8,756,656 )

    Interest earned on cash and investments held in the trust account reduced operating cash flows by $8,756,656.

  • New

    Net cash used in investing activities ( 231,150,000 )

    Net cash used in investing activities was $231,150,000 while financing activities provided $231,693,973.

  • New

    Cash – End of period $ 6,137 $ 1,351

    Ending cash stood at $6,137 with deferred underwriting fee payable of $6,900,000 and accrued offering costs of $94,516.

  • New

    The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement

  • New

    Cash and Investments Held in Trust Account

  • New

    Redeemable Share Classification

  • New

    Gross proceeds 20,000,000 $ 200,000,000

  • New

    Gross proceeds from exercise of over-allotment option 3,000,000 30,000,000

  • New

    Exercise of over-allotment option 305,179

  • New

    Derivative Financial Instruments

  • New

    NOTE 8 — FAIR VALUE MEASUREMENTS

  • New

    Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis

  • New

    Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability

  • New

    Fair value of Public Rights for ordinary shares subject to possible redemption allocation 3 $ 2,978,000

  • New

    Remaining Months to Complete 7 21

  • New

    The Company’s CODM has been identified as the Chief Executive Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment

Dropped

  • Dropped

    LIABILITIES AND SHAREHOLDERS’ DEFICIT

  • Dropped

    Commitments and contingencies

  • Dropped

    (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)

  • Dropped

    Basic and diluted net loss per ordinary shares $ (0.03 )

  • Dropped

    Balance — December 31, 2024 9,857,143 $ 986 $ 34,014 $ (279,845 ) $ (244,845 )

  • Dropped

    FOR THE PERIOD FROM MAY 23, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

  • Dropped

    When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include general and administrative expenses

  • Dropped

    On January 29, 2025, the Company repaid the Sponsor $900,000 simultaneously with the closing of the Initial Public Offering

  • Dropped

    On 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

  • Dropped

    On 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

Reworded

  • 100% rewritten

    Net cash used in operating activities ( 539,187 ) ( 172,265 )

    Updated cash flow and investing disclosures to include the investment of $231,150,000 into the Trust Account.

    Was: Net cash used in operating activities (172,265 )

  • 99% rewritten

    Management’s Annual Report on Internal Control Over Financial Reporting

    Replaced the transition period exemption statement with full management attestation regarding internal control over financial reporting under Sarbanes-Oxley Section 404.

  • 97% rewritten

    NOTE 10 — SUBSEQUENT EVENTS

    Added subsequent event disclosures detailing an affiliate's sponsor withdrawing $1,345,844 and repaying notes and offering costs.

    Was: NOTE 9 — SUBSEQUENT EVENTS

  • 96% rewritten

    Net Income (Loss) Per Ordinary Share

    Updated earnings per share methodology to reflect two classes of ordinary shares (redeemable and non-redeemable) sharing pro rata.

    Was: Net Loss Per Ordinary Share

  • 93% rewritten

    Cash and Cash Equivalents

    Updated cash balances to reflect $6,137 in cash as of December 31, 2025 compared to $1,351 in 2024.

  • 93% rewritten

    (1) Unless otherwise indicated, the business address of each of the following entities or individuals is c/o Drugs Made In America Acquisition Corp., 420 Lexington Avenue, Suite 1402, New York, NY 10170

    Added beneficial ownership and Schedule 13G disclosures regarding Karpus Management and City of London Investment Group.

    Was: (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

  • 91% rewritten

    Recent Accounting Standards

    Replaced accounting standard ASU 2023-07 discussion with an evaluation of newly issued ASU 2024-03 regarding expense disaggregation.

  • 86% rewritten

    Critical Accounting Estimates

    Added specific disclosure that 22,361,111 ordinary shares were issued to the sponsor on June 17, 2024 for $35,000.

  • 84% rewritten

    Amended and Restated Private Units Purchase Agreement and Subscription Promissory Note

  • 79% rewritten

    NOTE 4 — PRIVATE PLACEMENT

  • 78% rewritten

    Administrative Support Agreement

  • 78% rewritten

    Off-Balance Sheet Financing Arrangements

  • 76% rewritten

    ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

  • 70% rewritten

    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

    Was: Although 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

  • 68% rewritten

    Directors and Executive Officers

  • 65% rewritten

    Report of Independent Registered Public Accounting Firm (PCAOB ID: 206 ) F-2

  • 64% rewritten

    Title: Chief Executive Officer

  • 62% rewritten

    Myron W. Shulgan 79 Director

  • 57% rewritten

    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

  • 53% rewritten

    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

  • 51% rewritten

    Promissory Note — Related Party

  • 49% rewritten

    NOTE 9 — SEGMENT INFORMATION

    Was: NOTE 8 — SEGMENT INFORMATION

  • 44% rewritten

    Opinion on the Financial Statements

  • 44% rewritten

    NOTE 7 — SHAREHOLDERS’ DEFICIT

  • 43% rewritten

    NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN

    Was: NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

  • 41% rewritten

    10.11 Interim Convertible Note, dated as of March 23, 2026, issued by Drugs Made In America Acquisition Corp. to BV Advisory Partners, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2026)

    Was: 10.8 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)

  • 39% rewritten

    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

  • 35% rewritten

    Transaction 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

  • 32% rewritten

    104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

  • 28% rewritten

    Going Concern Consideration

  • 26% rewritten

    Fair Value of Financial Instruments

  • 25% rewritten

    We 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

  • 23% rewritten

    Section 16(a) Beneficial Ownership Reporting Compliance

  • 22% rewritten

    4.3 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)

All 80 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Liquidity and Capital Resources
  2. 02As of December 31, 2025 and 2024, we had cash of $6,137 and $1,351, respectively. 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 costs57% rewritten
  5. 05Off-Balance Sheet Financing Arrangements78% rewritten
  6. 06We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than to pay the sponsor $10,000 per month for office space, and administrative and support services pursuant to an administrative services agreement which has been cancelled in March 2026New
  7. 07Critical Accounting Estimates86% rewritten
  8. 08Administrative Support Agreement78% rewritten
  9. 09Promissory Note — Related Party51% rewritten
  10. 10Amended and Restated Private Units Purchase Agreement and Subscription Promissory Note84% rewritten
  11. 11Recent Accounting Standards91% rewritten
  12. 12ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  13. 13Evaluation of Disclosure Controls and Procedures
  14. 14Management’s Annual Report on Internal Control Over Financial Reporting99% rewritten
  15. 15(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statementsNew
  16. 16Changes in Internal Control Over Financial Reporting
  17. 17Directors and Executive Officers68% rewritten
  18. 18Myron W. Shulgan 79 Director62% rewritten
  19. 19Our board of directors currently consists of three members
  20. 20Officer and Director Compensation
  21. 21Committees of the Board of Directors
  22. 22Each 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
  23. 23Compensation Committee Interlocks and Insider Participation
  24. 24Section 16(a) Beneficial Ownership Reporting Compliance23% rewritten
  25. 25ITEM 11. EXECUTIVE COMPENSATION
  26. 26ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS39% rewritten
  27. 27(1) Unless otherwise indicated, the business address of each of the following entities or individuals is c/o Drugs Made In America Acquisition Corp., 420 Lexington Avenue, Suite 1402, New York, NY 1017093% rewritten
  28. 28Restrictions on Transfers of Founder Shares and Private Placement Units
  29. 29ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  30. 30We entered into an administrative services agreement pursuant to which we agreed to pay our sponsor $10,000 per month for office space, administrative and support services. This agreement has been cancelled in March 2026
  31. 31We 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 1225% rewritten
  32. 32These 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
  33. 33The 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 rendered53% rewritten
  34. 34Tax Fees . During the fiscal year ended through December 31, 2025 and for 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
  35. 35ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES76% rewritten
  36. 36Notes to Financial Statements F-7
  37. 374.1 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)
  38. 384.3 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)22% rewritten
  39. 3910.11 Interim Convertible Note, dated as of March 23, 2026, issued by Drugs Made In America Acquisition Corp. to BV Advisory Partners, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2026)41% rewritten
  40. 40104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)32% rewritten
  41. 41Title: Chief Executive Officer64% rewritten
  42. 42Report of Independent Registered Public Accounting Firm (PCAOB ID: 206 ) F-265% rewritten
  43. 43Opinion on the Financial Statements44% rewritten
  44. 44Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024New
  45. 45TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT $ 239,918,847 $ 550,824New
  46. 46(1) Includes $1,996,000 of share issuance expense related to the Company’s issuance of 200,000 ordinary shares for no consideration on March 11, 2025. See Note 7New
  47. 47(3) On November 6, 2024, the Sponsor surrendered and forfeited 12,503,968 ordinary shares to the Company for no consideration, following which the Sponsor held 9,857,143 ordinary shares. All share and per share data has been retrospectively presentedNew
  48. 48(1) On March 11, 2025, the Company issued 200,000 ordinary shares for no consideration. See Note 7New
  49. 49$ 34,014 $ ( 279,845 ) $ ( 244,845 )New
  50. 50Net income (loss) $ 5,940,643 $ ( 279,845 )New
  51. 51Interest earned on cash and investments held in Trust Account ( 8,756,656 )New
  52. 52Net cash used in operating activities ( 539,187 ) ( 172,265 )100% rewritten
  53. 53Net cash used in investing activities ( 231,150,000 )New
  54. 54Cash – End of period $ 6,137 $ 1,351New
  55. 55NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN43% rewritten
  56. 56The 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 companies70% rewritten
  57. 57Transaction 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 costs35% rewritten
  58. 58Going Concern Consideration28% rewritten
  59. 59The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementNew
  60. 60Cash and Cash Equivalents93% rewritten
  61. 61Cash and Investments Held in Trust AccountNew
  62. 62As of December 31, 2025 and 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
  63. 63Fair Value of Financial Instruments26% rewritten
  64. 64Redeemable Share ClassificationNew
  65. 65Gross proceeds 20,000,000 $ 200,000,000New
  66. 66Gross proceeds from exercise of over-allotment option 3,000,000 30,000,000New
  67. 67Exercise of over-allotment option 305,179New
  68. 68Derivative Financial InstrumentsNew
  69. 69Net Income (Loss) Per Ordinary Share96% rewritten
  70. 70NOTE 3 — INITIAL PUBLIC OFFERING
  71. 71NOTE 4 — PRIVATE PLACEMENT79% rewritten
  72. 72NOTE 7 — SHAREHOLDERS’ DEFICIT44% rewritten
  73. 73NOTE 8 — FAIR VALUE MEASUREMENTSNew
  74. 74Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basisNew
  75. 75Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liabilityNew
  76. 76Fair value of Public Rights for ordinary shares subject to possible redemption allocation 3 $ 2,978,000New
  77. 77Remaining Months to Complete 7 21New
  78. 78NOTE 9 — SEGMENT INFORMATION49% rewritten
  79. 79The Company’s CODM has been identified as the Chief Executive Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segmentNew
  80. 80NOTE 10 — SUBSEQUENT EVENTS97% rewritten

Other Drugs Made In America Acquisition 10-Ks

  • FY2024 10-K risk factors
    65 risks

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

    Filed Mar 31, 2025

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.