Drugs Made In America Acquisition II Corp-A美股招股说明书(2025-09-25版)

Drugs Made In America AcquisitionII Corp. 50,000,000Units Drugs Made In America AcquisitionII Corp. is a blank check company newlyincorporated in the Cayman Islands as an exempted company for the purpose ofeffecting a merger, share exchange, asset acquisition, share purchase,recapitalization, reorganization or other similar business combination with one or more businesses. We have not selected any business combination target and we havenot, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target with respect to an initial businesscombination with us. Our efforts to identify a prospective target business will notbe limited to a particular industry or geographic region although we intend to focusour search for business combination targets in the pharmaceutical industry. This is an initial public offering of our securities. Each unit has an offering priceof $10.00 and consists of one ordinary share and one right to receive one-tenth(1/10) of an ordinary share upon the consummation of an initial business combination,as described in more detail below, which we refer to throughout this prospectus asthe “public rights.” Each ten rights will entitle the holder thereof to receive oneordinary share at the closing of an initial business combination. We will not issuefractional ordinary shares. As a result, you must hold rights in multiples of ten inorder to receive shares for all of your rights upon closing of an initial businesscombination. We have also granted the underwriters a 45-day option from the date ofthis prospectus to purchase up to an additional 7,500,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or aportion of their ordinary shares upon the completion of our initial businesscombination at a per-share price, payable in cash, equal to the aggregate amount thenon deposit in the trust account described below calculated as of twobusiness daysprior to the completion of our initial business combination, including interest (netof amounts withdrawn to pay our taxes, if any, but without deduction for any exciseor similar tax that may be due or payable), divided by the number of then issued andoutstanding ordinary shares that were sold as part of the units in this offering,which we refer to collectively as our public shares. Notwithstanding the foregoing,if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles ofassociation will provide that a public shareholder, together with any affiliate ofsuch shareholder or any other person with whom such shareholder is acting in concertor as a “group” (as defined under Section13 of the Exchange Act), will berestricted from redeeming its shares with respect to more than an aggregate of 15% ofthe shares sold in this offering, without our prior consent, as described in moredetail in this prospectus. See “Summary—The Offering—Limitation onredemption rights of shareholders holding more than 15% of the shares sold in thisoffering if we hold shareholder vote.” Our public shareholders will be permitted toredeem their shares regardless of whether they abstain, vote for, vote against, orvote at all with respect to the proposed business combination. We will have up to24months to consummate an initial business combination from the closing of thisoffering. We refer to the time period we have to complete an initial businesscombination, as it may be extended as described above, as the “completion window.”If we have not completed our initial business combination within the completionwindow, we will redeem 100% of the issued and outstanding public shares at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in thetrust account, including interest (net of funds withdrawn to pay our taxes, if any(but without deduction for any excise or similar tax that may be due or payable), andup to $100,000 of interest to pay dissolution expenses), divided by the number ofthen issued and outstanding public shares, subject to applicable law and as furtherdescribed herein. Our sponsor, Drugs Made In America AcquisitionII LLC, a Delaware limited liabilitycompany (which we refer to as our “sponsor” throughout this prospectus) and CantorFitzgerald& Co., the representative of the underwriters in this offering(“Cantor”), have committed to purchase an aggregate of 1,200,000units (whether ornot the underwriters’ over-allotment option is exercised in full), or “privateunits” at a price of $10.00per unit ($12,000,000 in the aggregate) in a privateplacement that will close simultaneously with the closing of this offering. Eachprivate unit will consist of one ordinary share and one right to receive one-tenth(1/10) of an ordinary share upon the consummation of an initi