Drugs Made In America Acquisition Corp. Ordinary Shares (DMAA)
Filed: 3 Mar 25, 6:37pm
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Drugs Made In America Acquisition Corp. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G2847J104 (CUSIP Number) |
Lynn Stockwell c/o DrugsMadeInAmericaAcquisitionCorp., 1 East Broward Boulevard, Suite 700 Fort Lauderdale, FL, 33301 954 870-3099 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G2847J104 |
| 1 |
Name of reporting person
Drugs Made In America Acquisition LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,188,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of 4,188,780 ordinary shares, including 430,000 ordinary shares underlying 430,000 units, with each unit consisting of one ordinary share and one right to receive one-eighth (1/8) of an ordinary share upon the consummation of an initial business combination. Excludes 53,750 ordinary shares issuable upon conversion of 430,000 rights.
(2) Percentage is calculated based on 33,517,143 ordinary shares issued and outstanding, including 23,430,000 shares underlying 23,430,000 outstanding units, each unit consisting of one ordinary share and one right to receive one-eighth (1/8) of an ordinary share upon the consummation of an initial business combination.
SCHEDULE 13D
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| CUSIP No. | G2847J104 |
| 1 |
Name of reporting person
Lynn Stockwell | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,188,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of 4,188,780 ordinary shares, including 430,000 ordinary shares underlying 430,000 units, with each unit consisting of one ordinary share and one right to receive one-eighth (1/8) of an ordinary share upon the consummation of an initial business combination. Excludes 53,750 ordinary shares issuable upon conversion of 430,000 rights.
(2) Percentage is calculated based on 33,517,143 ordinary shares issued and outstanding, including 23,430,000 shares underlying 23,430,000 outstanding units, each unit consisting of one ordinary share and one right to receive one-eighth (1/8) of an ordinary share upon the consummation of an initial business combination.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
Drugs Made In America Acquisition Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
2 PELICAN DR., Fort Lauderdale,
FLORIDA
, 33301. |
| Item 2. | Identity and Background |
| (a) | Drugs Made In America Acquisition LLC, the Issuer's sponsor (the "sponsor"), is the record holder of the securities reported herein. Lynn Stockwell the sole managing member of the sponsor. By virtue of this relationship, Ms. Stockwell may be deemed the beneficial owner of the securities held of record by the sponsor. Ms. Stockwell disclaims any such beneficial ownership except to the extent of her pecuniary interest. Drugs Made In America Acquisition LLC and Lynn Stockwell are collectively referred to herein as the "Reporting Persons." |
| (b) | The business address of the Reporting Persons is c/o Drugs Made In America Acquisition Corp., 1 East Broward Boulevard, Suite 700, Fort Lauderdale, FL 33301. |
| (c) | Lynn Stockwell serves as the Chief Executive Officer and Executive Chair of the board of directors of the Issuer and has voting and dispositive power over the shares owned by Drugs Made In America Acquisition LLC. The principal business of Drugs Made In America Acquisition LLC is a holding limited liability company of its investment in the Issuer. |
| (d) | During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Drugs Made In America Acquisition LLC is a Delaware limited liability company. Lynn Stockwell is a citizen of Canada. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On June 17, 2024, the Issuer issued to the sponsor an aggregate of 22,361,111 ordinary shares for an aggregate purchase price of $35,000. On November 6, 2024, the sponsor surrendered and forfeited 12,503,968 ordinary shares to the Issuer for no consideration, following which the sponsor held 9,857,143 ordinary shares (the "founder shares").
On January 29, 2025, simultaneously with the closing of the Issuer's initial public offering, the sponsor acquired 400,000 units (the "private units") of the Issuer, each private unit consisting of one ordinary share (the "private shares") and one right to receive one-eighth (1/8) of an ordinary share upon the consummation of an initial business combination. The private units were purchased at $10 per unit for an aggregate purchase price of $4,000,000. Pursuant to the purchase agreement, the sponsor agreed to provide the Issuer up to $1,100,000 in working capital loans and further agreed that such loans shall be converted into private units, at the price of $10.00 per unit. To the extent the amount of such loans is less than $1,100,000, the sponsor agreed that it (or, if applicable, it and any transferees of private units) shall surrender for cancellation any and all rights to up to an aggregate of 110,000 private units at $10.00 per unit.
On February 18, 2025, simultaneously with the closing of the underwriters' exercise in full of the over-allotment option, the sponsor acquired an additional 30,000 private units at $10.00 per unit for an aggregate purchase price of $300,000. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 3 above is incorporated into this Item 4 by reference. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions.
Lynn Stockwell serves as Chief Executive Officer and Executive Chair of the board of directors of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as described in this Statement, each of the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons acquired the shares reported herein for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the ordinary shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional ordinary shares and/or other securities, selling some or all of its ordinary shares and/or other securities, or changing its intention with respect to any and all matters referred to in Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in the cover pages of this Statement (including, but not limited to, footnotes to such information) are incorporated herein by reference. |
| (b) | The information set forth in the cover pages of this Statement (including, but not limited to, footnotes to such information) are incorporated herein by reference. |
| (c) | On June 17, 2024, the Issuer issued to the sponsor an aggregate of 22,361,111 ordinary shares for an aggregate purchase price of $35,000. On November 6, 2024, the sponsor surrendered and forfeited 12,503,968 ordinary shares to the Issuer for no consideration, following which the sponsor held 9,857,143 ordinary shares.
On January 29, 2025, simultaneously with the closing of the Issuer's initial public offering, the sponsor acquired 400,000 private units at $10 per unit for an aggregate purchase price of $4,000,000.
As of January 29, 2025, the sponsor transferred an aggregate of 400,000 ordinary shares to certain of the Issuer's officers and directors for no consideration.
As of January 29, 2025, pursuant to share transfer agreements, the sponsor transferred an aggregate of 5,698,363 ordinary shares for consideration ranging from no consideration to $1.50 per share.
On February 18, 2025, simultaneously with the closing of the underwriters' exercise in full of the over-allotment option, the sponsor acquired an additional 30,000 private units at $10.00 per unit for an aggregate purchase price of $300,000.
Except as set forth in this Statement, the Reporting Persons have not engaged in any transaction during the past 60 days with respect to the ordinary shares of the Issuer. |
| (d) | Except as described in Item 3, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons, or the affiliates of the Reporting Persons, is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons as reported in this Statement. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 3, 4 and 5 of this Statement is hereby incorporated by reference into this Item 6, as applicable.
On January 7, 2025, in connection with the effectiveness of the registration statement filed in connection with the Issuer's initial public offering, the Reporting Persons entered into a letter agreement (the "letter agreement") with the Issuer, pursuant to which the Reporting Persons agreed, subject to certain customary exceptions:
(i) to waive: (1) their redemption rights with respect to any shares held by them, as applicable, in connection with the completion of the Issuer's initial business combination; (2) their redemption rights with respect to any shares held by them in connection with a shareholder vote to amend the Issuer's amended and restated memorandum and articles of association (A) to modify the substance or timing of the Issuer's obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Issuer does not complete its initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the trust account with respect to any founder shares and private shares they hold if the Company fails to complete its initial business combination within the completion window (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Issuer fails to complete its initial business combination within the completion window);
(ii) to vote any shares held by them in favor of the Issuer's initial business combination; and
(iii) not to transfer, assign or sell any of their founder shares or the private units, including the underlying private shares and private rights, until the earlier to occur of: (i) with respect to 50% of the founder shares and private units, the earlier of six months after the date of the consummation of the Issuer's initial business combination and the date on which the closing price of the 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 the initial business combination and (ii) with respect to the remaining 50% of the founder shares and private units, six months after the date of the consummation of the Issuer's initial business combination, or earlier, in either case, if, subsequent to its initial business combination, the Issuer consummates a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property (except with respect to permitted transferees).
On January 27, 2027, in connection with the effectiveness of the post-effective amendment to the registration statement filed in connection with the Issuer's initial public offering, the sponsor entered into an amended and restated private units purchase agreement (the "purchase agreement") with the Issuer, pursuant to which the sponsor committed to purchase an aggregate of 400,000 private units (or 430,000 private units if the underwriters' option to purchase additional units is exercised in full) at a price of $10.00 per unit ($4,000,000 in the aggregate, or $4,300,000 in the aggregate if the underwriters' option to purchase additional units is exercised in full) in a private placement that will close simultaneously with the closing of the Issuer's initial public offering. Pursuant to the purchase agreement, the sponsor agreed to provide the Issuer up to $1,100,000 in working capital loans and further agreed that such loans shall be converted into private units, at the price of $10.00 per unit. To the extent the amount of such loans is less than $1,100,000, the sponsor agreed that it (or, if applicable, it and any transferees of private units) shall surrender for cancellation any and all rights to up to an aggregate of 110,000 private units at $10.00 per unit.
References to and descriptions of the letter agreement and the purchase agreement herein are qualified in their entirety by reference to the letter agreement and the purchase agreement, which are attached as exhibits hereto and incorporated herein by reference.
Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 above or between any such Reporting Persons and any other person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
1 Letter Agreement, dated January 7, 2025, by and among the Issuer, Drugs Made In America Acquisition LLC, the initial shareholders and the officers and directors of the Issuer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2025).
2 Amended and Restated Private Units Subscription Agreement, dated January 27, 2025, by and between the Company and Drugs Made In America Acquisition LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2025).
3 Promissory Note, dated as of January 29, 2025, issued to Drugs Made In America Acquisition LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2025).
4* Joint Filing Agreement by and among the Reporting Persons.
* Filed herewith. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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