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Drugs Made In America Acquisition II Corp.
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2025-09-15
Drugs Made In America Acquisition II Corp.
↓
Company responded
2025-09-16
Drugs Made In America Acquisition II Corp.
References: September 15, 2025
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Drugs Made In America Acquisition II Corp.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2025-07-18
Drugs Made In America Acquisition II Corp.
References: May 2, 2025
Drugs Made In America Acquisition II Corp.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-05-02
Drugs Made In America Acquisition II Corp.
Drugs Made In America Acquisition II Corp.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2025-04-14
Drugs Made In America Acquisition II Corp.
Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-09-22 | Company Response | Drugs Made In America Acquisition II Corp. | N/A | N/A | Read Filing View |
| 2025-09-22 | Company Response | Drugs Made In America Acquisition II Corp. | N/A | N/A | Read Filing View |
| 2025-09-16 | Company Response | Drugs Made In America Acquisition II Corp. | N/A | N/A | Read Filing View |
| 2025-09-15 | SEC Comment Letter | Drugs Made In America Acquisition II Corp. | N/A | 377-07803 | Read Filing View |
| 2025-07-18 | Company Response | Drugs Made In America Acquisition II Corp. | N/A | N/A | Read Filing View |
| 2025-05-02 | SEC Comment Letter | Drugs Made In America Acquisition II Corp. | N/A | 377-07803 | Read Filing View |
| 2025-04-14 | SEC Comment Letter | Drugs Made In America Acquisition II Corp. | N/A | 377-07803 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-09-15 | SEC Comment Letter | Drugs Made In America Acquisition II Corp. | N/A | 377-07803 | Read Filing View |
| 2025-05-02 | SEC Comment Letter | Drugs Made In America Acquisition II Corp. | N/A | 377-07803 | Read Filing View |
| 2025-04-14 | SEC Comment Letter | Drugs Made In America Acquisition II Corp. | N/A | 377-07803 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-09-22 | Company Response | Drugs Made In America Acquisition II Corp. | N/A | N/A | Read Filing View |
| 2025-09-22 | Company Response | Drugs Made In America Acquisition II Corp. | N/A | N/A | Read Filing View |
| 2025-09-16 | Company Response | Drugs Made In America Acquisition II Corp. | N/A | N/A | Read Filing View |
| 2025-07-18 | Company Response | Drugs Made In America Acquisition II Corp. | N/A | N/A | Read Filing View |
2025-09-22 - CORRESP - Drugs Made In America Acquisition II Corp.
CORRESP 1 filename1.htm September 22, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Dorrie Yale Babette Cooper Isaac Esquivel Re: Drugs Made In America Acquisition II Corp. Registration Statement on Form S-1 Filed July 21, 2025, as amended File No. 333-288791 Ladies and Gentlemen, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Drugs Made In America Acquisition II Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m. Eastern Time on September 24, 2025, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. * * * [ Signature Page Follows ] Very truly yours, CANTOR FITZGERALD & CO. By: /s/ David Batalion Name: David Batalion Title: Managing Director, Investment Banking [ Signature Page to UW Acceleration Request ]
2025-09-22 - CORRESP - Drugs Made In America Acquisition II Corp.
CORRESP 1 filename1.htm Drugs Made In America Acquisition II Corp. 1 East Broward Boulevard, Suite 700 Fort Lauderdale, FL 33301 September 22, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 RE: Drugs Made In America Acquisition II Corp. (the "Company") Registration Statement on Form S-1 (File No. 333-288791) (the "Registration Statement") Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:30 p.m., Eastern time, on September 24, 2025, or as soon thereafter as practicable. The Company hereby acknowledges that: ● Should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; ● The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and ● The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Loeb & Loeb LLP. [ Signature page follows ] Very truly yours, Drugs Made In America Acquisition II Corp. By: /s/ Lynn Stockwell Name: Lynn Stockwell Title: Chief Executive Officer
2025-09-16 - CORRESP - Drugs Made In America Acquisition II Corp.
CORRESP 1 filename1.htm G. Alex Weniger-Araujo Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4063 Main 212.407.4000 Fax 212.407.4990 aweniger@loeb.com September 16, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Dorrie Yale Babette Cooper Isaac Esquivel Re: Drugs Made In America Acquisition II Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed September 15, 2025 File No. 333-288791 Ladies and Gentlemen: On behalf of our client, Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the "Company"), we respond to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") contained in the Staff's letter dated September 15, 2025 (the "Comment Letter") with respect to the above-referenced Registration Statement on Form S-1. Concurrent herewith, the Company is submitting via EDGAR Amendment No. 3 to the Registration Statement on Form S-1 (the "Amended Registration Statement"), which reflects the Company's responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response. All page references in the responses set forth below refer to the page numbers in the Amended Registration Statement. Amendment No. 2 to Registration Statement on Form S-1 General 1. We note your revised disclosure regarding the transfer of founder shares to certain accredited investors unaffiliated with your sponsor on page 137. Please reconcile these transfers with the terms set forth in the letter agreement filed as exhibit 10.3, including transfer restrictions. Clarify whether your "initial shareholders" as referenced in the prospectus on page 14 is intended to include these investors and the "founder shares" are intended to include such transferred shares, or revise your disclosure throughout your prospectus regarding your initial shareholders and the founder shares accordingly, including, for example, where you state that your initial shareholders will own 20% of your issued and outstanding shares after this offering. Please clarify whether such investors will be parties to or otherwise subject to the lock-up and other provisions in the letter agreement and the underwriting agreement and revise your disclosure in the summary on page 7 and elsewhere to clarify which holders of founder shares are subject to such restrictions, and file updated exhibits as appropriate. In this regard, we note that on page 7, you state that the initial shareholders and founder shares are subject to transfer restrictions, but these transferees do not appear to be signatories of the letter agreement filed as Exhibit 10.3. Also, tell us if such investors in the founder shares were to purchase shares from public shareholders, whether such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. COMPANY RESPONSE: In response to the Staff's comment, the Company has revised the disclosure on pages 7, 12, 14, 25 and elsewhere in the Amended Registration Statement and has filed an updated exhibit 10.3. Please do not hesitate to contact G. Alex Weniger-Araujo of Loeb & Loeb LLP at (212) 407-4063 with any questions or comments regarding this letter. Sincerely, /s/ G. Alex Weniger-Araujo G. Alex Weniger-Araujo Partner cc: Lynn Stockwell, CEO
2025-09-15 - UPLOAD - Drugs Made In America Acquisition II Corp. File: 377-07803
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> September 15, 2025 Lynn Stockwell Chief Executive Officer Drugs Made In America Acquisition II Corp. 1 East Broward Boulevard, Suite 700 Fort Lauderdale, FL 33301 Re: Drugs Made In America Acquisition II Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed September 15, 2025 File No. 333-288791 Dear Lynn Stockwell: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 2 to Registration Statement on Form S-1 General 1. We note your revised disclosure regarding the transfer of founder shares to certain accredited investors unaffiliated with your sponsor on page 137. Please reconcile these transfers with the terms set forth in the letter agreement filed as exhibit 10.3, including transfer restrictions. Clarify whether your "initial shareholders" as referenced in the prospectus on page 14 is intended to include these investors and the "founder shares" are intended to include such transferred shares, or revise your disclosure throughout your prospectus regarding your initial shareholders and the founder shares accordingly, including, for example, where you state that your initial shareholders will own 20% of your issued and outstanding shares after this offering. Please clarify whether such investors will be parties to or otherwise subject to the lock-up and other provisions in the letter agreement and the underwriting agreement September 15, 2025 Page 2 and revise your disclosure in the summary on page 7 and elsewhere to clarify which holders of founder shares are subject to such restrictions, and file updated exhibits as appropriate. In this regard, we note that on page 7, you state that the initial shareholders and founder shares are subject to transfer restrictions, but these transferees do not appear to be signatories of the letter agreement filed as Exhibit 10.3. Also, tell us if such investors in the founder shares were to purchase shares from public shareholders, whether such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. Please contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or Dorrie Yale at 202-551-8776 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Alex Weniger-Araujo, Esq. </TEXT> </DOCUMENT>
2025-07-18 - CORRESP - Drugs Made In America Acquisition II Corp.
CORRESP 1 filename1.htm G. Alex Weniger-Araujo Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4063 Main 212.407.4000 Fax 212.407.4990 aweniger@loeb.com July 18, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Dorrie Yale Babette Cooper Isaac Esquivel Re: Drugs Made In America Acquisition II Corp. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted April 25, 2025 CIK No.: 0002040475 Ladies and Gentlemen: On behalf of our client, Drugs Made In America Acquisition II Corp., a Cayman Islands exempted company (the "Company"), we respond to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") contained in the Staff's letter dated May 2, 2025 (the "Comment Letter") with respect to the above-referenced Draft Registration Statement on Form S-1. Concurrent herewith, the Company is submitting via EDGAR the Registration Statement on Form S-1 (the "Registration Statement"), which reflects the Company's responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response. All page references in the responses set forth below refer to the page numbers in the Registration Statement. Amended Draft Registration Statement on Form S-1 Conflicts of Interest, page 132 1. We note your revised disclosure on page 133 regarding reimbursement of out-of-pocket expenses and repayment of loans, in response to prior comment 11. Please disclose the conflicts of interest relating to such arrangements in the event you do not complete a de-SPAC transaction. COMPANY RESPONSE: In response to the Staff's comment, the Company has revised the disclosure on pages 134-135 of the Registration Statement. Please do not hesitate to contact G. Alex Weniger-Araujo of Loeb & Loeb LLP at (212) 407-4063 with any questions or comments regarding this letter. Sincerely, /s/ G. Alex Weniger-Araujo G. Alex Weniger-Araujo Partner cc: Lynn Stockwell, CEO
2025-05-02 - UPLOAD - Drugs Made In America Acquisition II Corp. File: 377-07803
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 2, 2025 Lynn Stockwell Chief Executive Officer Drugs Made In America Acquisition II Corp. 1 East Broward Boulevard, Suite 700 Fort Lauderdale, FL 33301 Re: Drugs Made In America Acquisition II Corp. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted April 25, 2025 CIK No.: 0002040475 Dear Lynn Stockwell: We have reviewed your amended draft registration statement and have the following comment. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 14, 2025 letter. Amended Draft Registration Statement on Form S-1 Conflicts of Interest, page 132 1. We note your revised disclosure on page 133 regarding reimbursement of out-of- pocket expenses and repayment of loans, in response to prior comment 11. Please disclose the conflicts of interest relating to such arrangements in the event you do not complete a de-SPAC transaction. May 2, 2025 Page 2 Please contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or Dorrie Yale at 202-551-8776 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Alex Weniger-Araujo, Esq. </TEXT> </DOCUMENT>
2025-04-14 - UPLOAD - Drugs Made In America Acquisition II Corp. File: 377-07803
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 14, 2025 Lynn Stockwell Chief Executive Officer Drugs Made In America Acquisition II Corp. 1 East Broward Boulevard, Suite 700 Fort Lauderdale, FL 33301 Re: Drugs Made In America Acquisition II Corp. Draft Registration Statement on Form S-1 Submitted March 19, 2025 CIK No.: 0002040475 Dear Lynn Stockwell: We have reviewed your draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 Cover page 1. We note your disclosure on page 15 and elsewhere that if you increase or decrease the size of the offering, you will effect a share dividend or other mechanism with respect to the founder shares so as to maintain the ownership of founder shares by the initial shareholders at 20% of your issued and outstanding ordinary shares upon consummation of the offering. Please revise your cover page disclosure to include this information, as well as the number of founder shares to be issued to your officers and directors, which you reference on page 11. Please also revise to provide cross- references to all the locations of related compensation disclosures. See Item 1602(a)(3) of Regulation S-K. April 14, 2025 Page 2 2. Please state there may be actual or potential material conflicts of interest between the sponsor and its affiliates and purchasers in the offering, and provide a highlighted cross-reference to the detailed disclosure in the prospectus. See Item 1602(a)(5) of Regulation S-K. Summary, page 1 3. We note your disclosure on page 19 that you may extend the period of time within which you must consummate an initial business combination. Please disclose whether you expect to extend the time period and whether there are any limitations on the number of extensions, including the number of times. Also disclose the consequences to the sponsor of not completing an extension of this time period. See Item 1602(b)(4) of Regulation S-K. 4. Please revise to expand your table on page 6 to also discuss the potential issuance of shares as a result of the anti-dilution adjustment for the founder shares and the founder shares to be issued to your officers and directors. See Item 1602(b)(6) of Regulation S-K. 5. Please revise the table relating to transfer restrictions to also discuss the lock-up required by the underwriter. In this regard, we note your disclosure on page 157 regarding lock-up provisions that would require the written consent of the underwriters. In addition, expand the tabular disclosure to identify the natural persons and entities subject to such agreements or arrangements. See Item 1603(a)(9) of Regulation S-K. Summary of Risk Factors, page 32 6. Please revise by expanding the third bullet to also discuss the amount of public shares that may be needed if only the minimum number of shares representing a quorum are voted. We also note your disclosure on page 16 indicating that only 4.6% of public shares may be needed to approve the initial business combination, and your risk factor on page 38 indicating that you may not need "any" public shares. Please revise your disclosures to reconcile, and clarify in your prospectus as appropriate the required quorum for such a shareholder vote if it was by ordinary resolution. Risk Factors, page 38 7. We note numerous exceptions to the transfer restrictions on page 129. Please add risk factor disclosure about risks that may arise from the sponsor having the ability to remove itself as your sponsor before identifying a business combination, including through the unconditional ability to transfer the founder shares or otherwise. Address the consequences of such removal to the company's ability to consummate an initial business combination, including that any replacement sponsor could have difficulty finding a target. Provisions in our amended and restated memorandum. . ., page 58 8. Please expand this risk factor, and also add a summary risk factor in your Summary section, to discuss the impact of having a classified board. In addition, update your disclosure on page 119 to clarify the class of each director or director nominee. April 14, 2025 Page 3 Dilution, page 85 9. Please expand your disclosure outside the table in this section to highlight that you may need to issue additional securities as you intend to seek an initial business combination with a target company with an enterprise value greater than the net proceeds of the offering and the sale of private units, as stated on page 9 of your prospectus. Prior SPAC Experience, page 120 10. Please disclose the financing needed for the transaction by Insight Acquisition Corp. Also, disclose the level of redemptions for Insight Acquisition Corp. in the business combination with AMOD. Conflicts of Interest, page 124 11. Please clarify in this section that your sponsor paid a nominal aggregate purchase price of $35,000 for the 25,875,000 founder shares, or approximately $0.0014 per share, and discuss the conflict that the founder shares and the private units held by your sponsor and management will be worthless if you do not complete a business combination transaction during the completion window. Also, disclose in this section the conflicts of interest relating to repayment of loans and reimbursements of expenses in the event you do not complete a deSPAC transaction. Refer to Item 1603(b) of Regulation S-K. Also, revise your disclosure in the summary section to address the conflicts related to out-of-pocket expenses. Restrictions on Transfers of Founder Shares and Private Units, page 129 12. Please disclose the circumstances under which the sponsor indirectly could transfer ownership of your securities to third parties, by transfer of membership interests in the sponsor or otherwise. See Item 1603(a)(6) of Regulation S-K. Please contact Babette Cooper at 202-551-3396 or Isaac Esquivel at 202-551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or Dorrie Yale at 202-551-8776 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Alex Weniger-Araujo, Esq. </TEXT> </DOCUMENT>