DMAA 10-K & 10-Q changes, risk factors and insider trading
Drugs Made In America Acquisition Corp. (also DMAAR, DMAAU) · Nasdaq · Blank Checks · CIK 2028614 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
As a smaller reporting company, we are not required to make disclosures under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Related Party Transactions”
New heading “Administrative Support Agreement”
New heading “Promissory Note — Related Party”
New heading “Consulting Agreement”
New heading “Advisory Services”
New heading “Related Party Loans”
New heading “Amended and Restated Private Units Purchase Agreement and Subscription Promissory Note”
Largest changes
“Simultaneously with the closing of the Initial Public Offering, the Company has entered into an amended and restated private units purchase agreement with the sponsor, pursuant to which the sponsor agreed to purchase an aggregate of 400,000 Private Placement Units (or 430,000 Private Placement Units if the underwriters’ over-allotment is exercised in full) at a price of $10.00 per Private Placement Unit ($4,000,000, or an aggregate of $4,300,000 if the underwriters’ over-allotment is exercised in full) from the Company in the private placement. …”see in full comparison
“Amended and Restated Private Units Purchase Agreement and Subscription Promissory Note”see in full comparison
Full comparison: every changed paragraph (36)
We have neither engaged
in any operations
nor generated any operating revenues to date. Our only activities from inception through December 31, 20242025 were organizational
activities activities
and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating
revenues until
after the completion of our initial business combination. We expect to generate non-operating income in the form of interest
income on
marketable securitiescash and investments held in the trust account after the Initial Public Offering. We expect that we will incur increased expenses
as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses in connection with
searching for, and completing, a business combination.
For the year ended December 31, 2025, we had net income of $5,940,643, which consisted of interest earned on cash and investments held in Trust Account of $8,756,656, offset by general and administrative costs of $2,816,013 which includes a share issuance expense of $1,996,000. The share issuance expense is a non-cash expense incurred as a result of an issuance of 200,000 ordinary shares to an investor of the sponsor for no consideration on March 11, 2025.
As
of December 31, 2025 and 2024, we had cash of $1,351.
$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.
If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
On March 18, 2026, the managing member of the Sponsor, along with her spouse, entered into a sponsor standstill, non-voting and cooperation acknowledgement in which her acknowledged the Sponsor is unable to fulfill the financial and operation obligations typically associated with the sponsor role. They agreed to refrain from taking any actions with respect to the Company and to cooperate with the current management team on the transfer of founder shares and other securities held by the Sponsor when permissible.
On March 23, 2026, we issued an interim convertible note (the “Interim Note”) to BV Advisory Partners, LLC (the “Investor”) in the principal amount of $100,000 (the “Interim Loan”). The Interim Loan represents an initial loan towards a contemplated $500,000 financing (the “Financing”) pursuant to the Definitive Interim Investment and Sponsor Transition Agreement dated March 23, 2026 (the “Investment Agreement”) described below.
The Interim Note has a maturity date six months from the date of issuance, unless earlier converted or credited toward the definitive financing under the Investment Agreement and does not bear interest. Upon the consummation of initial business combination by us (a “Business Combination”), the outstanding principal amount of the Interim Loan may, at the option of the Investor, be converted into shares of the combined entity at a conversion price equal to a 35% discount to the market price of such shares at the time of conversion.
On March 23, 2026, we entered into the Investment Agreement with the Investor relating to a proposed financing transaction pursuant to which the Investor indicated its intent to provide financing to us through a convertible note investment, of which the Interim Loan represented the first tranche. Pursuant to the Investment Agreement, the aggregate amount to be loaned is $500,000. The second tranche of $200,000 will be made within 21 days with the remainder of the commitment on an as-needed basis. We also agreed to use commercially reasonable efforts to provide the Investor with not less than 40% of the economic benefit equivalent to sponsor-level economics. The Investor has the right but not the obligation to provide additional funding beyond the $500,000 commitment.
In connection with the Investment Agreement, the Investor has introduced to us a potential business combination opportunity involving an enterprise technology platform focused on artificial intelligence, machine learning, quantum analytics, and cybersecurity solutions, consistent with the business of Power Analytics Global Corporation.
We do not believe we will need to raise
additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying
a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount
necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover,
we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant
number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt
in connection with such business combination.
As of December 31, 2025, the Company had $6,137 cash and a working capital deficit of $363,981. The Company expects to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of an initial business combination. The Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating.
In connection with our assessment
of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that thethese mandatoryconditions liquidation and subsequent dissolution raisesraise substantial doubt about ourthe Company’s ability to continue as a going concern within
one year after the
date that the financial statements are issued. NoThe financial statements do not include any adjustments havethat beenmight maderesult tofrom the carrying amounts outcome
of assetsthis or liabilities
should we be required to liquidate.uncertainty.
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025 or 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
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. Upon completion of the initial business combination
or our liquidation, the administrative services agreement willwhich terminate,has andbeen wecancelled willin
March cease paying these monthly fees.2026.
The underwriters were entitled to a
cash underwriting discount of $0.05
per Unit, or 0.5% of the gross proceeds of the Initial Public Offering, or $1,150,000 in the aggregate,
paid at the closing of the Initial
Public Offering and the over-allotment close. In addition, the underwriters are entitled to a deferred
fee of $0.30 per Unit, or
3.0% of the gross proceeds of the Initial Public Offering, or $6,900,000 in the aggregate, of which 25.0%
will be adjusted net of redemptions
(i.e., for purposes of calculating the deferred underwriting commission net of redemptions, 25.0%
of the deferred underwriting commissions
will determined by the dollar amount that is product of (i) 3.0% multiplied by the product of
the number of unredeemed public shares,
multiplied by $10.00 and (ii) 25.0%). The deferred fee becomes payable to the underwriters from
the amounts held in the trust account
solely in the event that we complete a business combination, subject to the terms of the underwriting
agreement. In addition, we agreed to issue issued
the underwriters 200,000 ordinary shares (or up to 230,000 ordinary shares if the over-allotment
option is exercised in full),shares, denoted as representative shares.
Related Party Transactions
Founder Shares
On June 17, 2024, the Company issued to the sponsor an aggregate of 22,361,111 ordinary shares, par value $0.0001 per share, in exchange for $35,000 or approximately $0.0016 per share. 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 (the “Founder Shares”). All share and per share data has been retrospectively presented. The Founder Shares included an aggregate of up to 1,285,714 shares subject to surrender and forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 30% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including the Private Placement Units and the representative shares and assuming the sponsor does not purchase any Public Shares in the Initial Public Offering). On January 29, 2025 the Company completed its Initial Public Offering and the over-allotment option remained unexercised. Subsequently, on February 18, 2025, the underwriters exercised their over-allotment option to purchase an additional 3,000,000 Units. As such, 1,285,714 shares are no longer subject to forfeiture.
The sponsor has entered into a letter agreement with the Company pursuant to which, with certain limited exceptions, the Founder Shares and the Private Placement Units, including the underlying securities, are not transferable, assignable or salable (except to directors and officers and other persons or entities affiliated with the Company’s initial shareholders, each of whom will be subject to the same transfer restrictions) until the earlier of: (i) with respect to 50% of the Founder Shares and the Private Placement Units, the earlier of six months after the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s 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 the Private Placement Units, six months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Administrative Support Agreement
The Company has entered into an administrative services agreement, effective on January 7, 2025, pursuant to which the Company has agreed to pay the sponsor or an affiliate $10,000 for office space, and administrative and support services. The Administrative Services Agreement was cancelled in March 2026. For the year ended December 31, 2025, the Company incurred $111,000 in administrative support fees and included in general and administrative costs on the statements of operations. As of December 31, 2025, $108,300 was recorded as a reduction in share subscription receivable on the balance sheets. For the period from May 23, 2024 (inception) through December 31, 2024, the agreement was not in effect and did not incur fees for these services.
Promissory Note — Related Party
On June 13, 2024, the sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $500,000. On November 21, 2024, the sponsor amended the Promissory Note to increase the amount the Company may borrow to $750,000. On December 5, 2024, the sponsor further amended the Promissory Note to increase the amount the Company may borrow to $1,850,000. The Promissory Note is non-interest bearing and was repaid in full in connection with the Company’s Initial Public Offering. During the period from May 23, 2024 (inception) through December 31, 2024, the Company received funds totaling approximately $1,700,000 from various investors on behalf of the sponsor. These monies represent advances paid to the sponsor for purchase of Founder Shares upon successful completion of the Initial Public Offering. The monies were received on behalf of the Sponsor and deposited into the Company’s bank account instead of the sponsor’s bank account. During the period from May 23, 2024 (inception) through December 31, 2024, the Company repaid approximately $1,200,000 of the balance due to the sponsor related to investments it had received on behalf of the sponsor, resulting in a balance of approximately $500,000 due to the sponsor, which is accounted for as part of the promissory note amount on the balance sheets. In conjunction with the Initial Public Offering $900,000 was repaid to the sponsor, $204,000 in deferred offering costs were paid by the sponsor and $94,574 in expenses were paid by the sponsor. As of December 31, 2025 and 2024, there was $0 and $662,324, respectively, outstanding under the Promissory Note. The Promissory Note is no longer available for drawdown as it was repaid in full and expired in connection with the Company’s Initial Public Offering.
Consulting Agreement
In connection with the appointment of Saleem Elmasri as Chief Financial Officer and principal financial and accounting officer of the Company on November 17, 2025, the Company entered into a master services agreement (the “Consulting Agreement”) with Titan Advisory Services LLC for the provision of such principal financial and accounting officer services by Mr. Elmasri. Under the terms of the Consulting Agreement, the Company will pay Titan Advisory Services LLC $42,000 per year, or $3,500 per month, for services rendered by Mr. Elmasri as Chief Financial Officer. For the year ended December 31, 2025, the Company did not record any amounts due under the Consulting Agreement and no amounts are recorded as outstanding. For the period from August 23, 2024 (inception) through December 31, 2024, we did not incur fees for these services as the agreement had not yet commenced.
Advisory Services
The Company received advisory services from an uncompensated related party advisor, husband to the former CEO of the Company (the “Advisor”). The role of such advisor was to assist in the day-to-day transactions of the Company. The Company has not received advisory services from the Advisor since the departure of the former CEO and the arrangement is no longer active.
CFO Agreement
Effective July 1, 2024, the Company’s prior CFO had a consulting agreement with the Company (the “Prior CFO Agreement”). For the year ended December 31, 2025 and for the period from May 23, 2024 (inception) through December 31, 2024, the Company has incurred $22,764 and $11,600 of expense under the Prior CFO Agreement, respectively. As of December 31, 2025 and, 2024, $0 and $1,300 is included in accounts payable and accrued expenses on the balance sheets.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of December 31, 2025 and 2024, no working capital loans were outstanding.
Amended and Restated Private Units Purchase Agreement and Subscription Promissory Note
Simultaneously with the closing of the Initial Public Offering, the Company has entered into an amended and restated private units purchase agreement with the sponsor, pursuant to which the sponsor agreed to purchase an aggregate of 400,000 Private Placement Units (or 430,000 Private Placement Units if the underwriters’ over-allotment is exercised in full) at a price of $10.00 per Private Placement Unit ($4,000,000, or an aggregate of $4,300,000 if the underwriters’ over-allotment is exercised in full) from the Company in the private placement. Under the agreement, the sponsor agreed to provide the Company up to $1,100,000 in working capital loans under the subscription promissory note, which loans shall be converted into Private Placement 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 Placement Units) shall surrender for cancellation any and all rights to up to an aggregate of 110,000 Private Placement Units at $10.00 per unit. In connection with the sponsor standstill, non-voting and cooperation acknowledgement, the sponsor acknowledged it is unable to fulfill the financial and operational obligations typically associated with the sponsor role, including providing working capital. As such, the sponsor will not provide additional funding and the share subscription receivable. As of December 31, 2025, 45,092 ordinary shares represent the remaining unfunded principal amount of the Subscription Promissory Note. These shares are subject to cancellation and surrender provisions as a result of the Sponsor defaulting on the share subscription receivable. The ordinary shares are presented as issued and outstanding until such time the shares are cancelled or surrendered.
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In November 2023, the FASB issued ASU 2023-07, "Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures,
on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”),
as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires
that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment
profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all
annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required
to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024,
with early adoption permitted. The Company adopted at the effective date; it did not have a material impact.
Management does not believe that any other recently
issued, but not
yet effective, accounting standards, if currently adopted, would have a material effect on ourthe Company’s financial statements.statement.
What changed in the latest 10-Q
Risk Factors
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“The Company and the Investor have entered into extension advance notes (the “Extension Advance Notes”) pursuant to which the Investor’s extension deposits, which is the lessor of $300,000 or $0.04 per non-redeemed public share, are repayable to the Investor at or following the closing of the Company’s business combination. …”see in full comparison
We would have up to 15 months to consummate an initial business combination (April 29, 2026) from the closing of the IPO (which may be extended without shareholder approval up to two times, each by an additional three months (for a total of up to 21 months to complete an initial business combination from the closing of the IPO), subject to thesee in full comparisonsponsorCompany depositing into the trust account $0.10 per public share outstanding in connection with each such extension). On April 27, 2026, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”), which approved a proposal to amend its Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) by adopting an amendment to the Existing Charter which reflects the extension of the Combination Period up to twelve (12) times from April 29, 2026 (the “Termination Date”) to April 29, 2027, each by an additional one (1) month (each an “Extension”) for a total of 12 months after the Termination Date, assuming a Business Combination has not occurred, so long as theCompany’s sponsorCompany deposits the lessor of $300,000 or $0.04 per non redeemed public share for each one-month extension period into the Trust Account. In connection with the shareholders’ vote at the Extension Meeting, holders of 9,440,230 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result,$99,336,016.67$99,311,220 (approximately $10.52 per share) were removed from the Trust Account to pay such holders. $1,661,224 of amounts paid to one shareholder was returned to the Trust Account, resulting in a $1,661,224 share redemptions payable balance as of June 30, 2026, representing the amount that will be repaid to the shareholder in full. Following the aforementioned Redemption, the Company has 24,276,913 ordinary shares outstanding. On May 13, 2026 and June 24, 2026, BV Advisory Partners, LLC (theCompany’s sponsor“Investor”) deposited $300,000 into the Trust Account. On July 27, 2026, the Investor deposited $300,000 into the Trust Account to extend the Company by one (1) month. Accordingly, the deposit was recorded against the Extension Advance Notes, resulting in a balance of $900,000.
“The Extension Advance Notes are issued in respect of extension funding provided under the Investment, under which the Investor has the right, but not the obligation, to provide additional financing including extension funding. Amounts advanced under the Extension Advance Notes are additional to, and shall not be credited against, the Investor’s commitment of up to $500,000 under the Investment Agreement, which is separately evidenced by the Interim Convertible Notes.”see in full comparison
The underwriters were entitled to a cash underwriting discount of $0.05 per Unit, or 0.5% of the gross proceeds of the Initial Public Offering, or $1,150,000 in the aggregate, paid at the closing of the Initial Public Offering and the over-allotment option closing. In addition, the underwriters are entitled to a deferred fee of $0.30 per Unit, or 3.0% of the gross proceeds of the Initial Public Offering, or $6,900,000 in the aggregate, of which 25.0% will be adjusted net of redemptions (i.e., for purposes of calculating the deferred underwriting commission net of redemptions, 25.0% of the deferred underwriting commissions will determined by the dollar amount that is product of (i) 3.0% multiplied by the product of the number of unredeemed public shares, multiplied by $10.00 and (ii) 25.0%). In connection with the Redemption, the deferred underwriting fee was reduced, pursuant to the above calculation, by $708,000. As such, as of June 30, 2026 and December 31, 2025, the deferred underwriting fee payable was $6,192,000 and $6,900,000, respectively. The deferred fee becomes payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement. In addition, we agreed to issue the underwriters 200,000 ordinary shares (or up to 230,000 ordinary shares if the over-allotment option is exercised in full), denoted as representative shares.see in full comparison
“The Investor has made two deposits of $300,000, or $600,000 in the aggregate, during the three and six months ended June 30, 2026, resulting in an Extension Advance Notes balance of $600,000 as of June 30, 2026.”see in full comparison
For the three and six months endedsee in full comparisonMarchJune31,30, 2026, we had a net income of$1,970,459,$1,726,897 and $3,697,356, respectively which consists of interest earned on cash and investments held in the trust account of$2,113,760,$1,863,831 and $3,977,591, offset by general and administrative costs of$143,301.$136,934 and $280,235, respectively.
Full comparison: every changed paragraph (12)
Following the closing of the IPO, a total of $
231,150,000$231,150,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the private placement
of the Private Placement Units, were placed in a trust account established for the benefit of the Company’s public shareholders
(the “trust account”) established by VStock Transfer, LLC, our transfer agent and maintained by Wilmington Trust, National
Association acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us
to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur
of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our
obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our 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) the redemption of our public shares if we have not completed
an initial business combination within the completion window, subject to applicable law. The funds in the trust account will be invested
only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash
items (including in demand deposit accounts).
We would have up to 15 months to consummate an
initial business combination (April 29, 2026) from the closing of the IPO (which may be extended without shareholder approval up to two
times, each by an additional three months (for a total of up to 21 months to complete an initial business combination from the closing
of the IPO), subject to the sponsorCompany depositing into the trust account $0.10 per public share outstanding in connection with each such
extension). On April 27, 2026, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”),
which approved a proposal to amend its Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”)
by adopting an amendment to the Existing Charter which reflects the extension of the Combination Period up to twelve (12) times from April
29, 2026 (the “Termination Date”) to April 29, 2027, each by an additional one (1) month (each an “Extension”)
for a total of 12 months after the Termination Date, assuming a Business Combination has not occurred, so long as the Company’s
sponsorCompany deposits the lessor of $300,000 or $0.04 per non redeemed public share for each one-month extension period into the Trust Account.
In connection with the shareholders’ vote at the Extension Meeting, holders of 9,440,230 ordinary shares of the Company exercised
their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result,
$99,336,016.67 $99,311,220 (approximately $10.52 per share) were removed from the Trust Account to pay such holders. $1,661,224 of amounts paid to one shareholder was returned to the Trust Account, resulting in a $1,661,224 share redemptions payable balance as of June 30, 2026, representing the amount that will be repaid to the shareholder in full. Following the aforementioned
Redemption, the Company has 24,276,913 ordinary shares outstanding. On May 13, 2026 and June 24, 2026, BV Advisory Partners, LLC (the Company’s sponsor“Investor”) deposited $300,000 into
the Trust Account. On July 27, 2026, the Investor deposited $300,000 into the Trust Account to extend the Company by one (1) month. Accordingly, the deposit was recorded against the Extension Advance Notes, resulting in a balance of $900,000.
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from May 23, 2024 (inception) through MarchJune 31,30, 20262026, were organizational activities,
those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying
a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of
our initial business combination. We generate non-operating income in the form of interest earned on cash and investments held in the
trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
as well as for due diligence expenses.
For the three and six months ended MarchJune 31,30, 2026, we
had a net income of $1,970,459,$1,726,897 and $3,697,356, respectively which consists of interest earned on cash and investments held in the trust account of $2,113,760,$1,863,831 and $3,977,591, offset
by general and administrative costs of $143,301.$136,934 and $280,235, respectively.
For the three and six months ended MarchJune 31,30, 2025, we
had a net income of $1,254,543,$2,288,579 and $3,543,122, respectively which consists of interest earned on cash and investments held in the trust account of $1,585,468,$2,420,498 and $4,005,966, offset
by general and administrative costs of $330,925.$131,919 and $462,844, respectively.
As of MarchJune 31,30, 2026 and December 31, 2025 we
had cash of $14,887$20,280 and $6,137. 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.
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. As of June 30, 2026, the deferred underwriting fee payable has been reduced to $6,192,000.
The Company and the Investor have entered into extension advance notes (the “Extension Advance Notes”) pursuant to which the Investor’s extension deposits, which is the lessor of $300,000 or $0.04 per non-redeemed public share, are repayable to the Investor at or following the closing of the Company’s business combination. In lieu of reimbursement, the Investor may elect, in its sole discretion and by written notice given at or prior to the closing, to convert the principal amount of the Extension Advance Notes into ordinary shares of the post-combination company at a price per share equal to the Reference Price, as defined in Omnibus Amendment No. 3 to the Merger Agreement and as it may be amended.
The Extension Advance Notes are issued in respect of extension funding provided under the Investment, under which the Investor has the right, but not the obligation, to provide additional financing including extension funding. Amounts advanced under the Extension Advance Notes are additional to, and shall not be credited against, the Investor’s commitment of up to $500,000 under the Investment Agreement, which is separately evidenced by the Interim Convertible Notes.
The Investor has made two deposits of $300,000, or $600,000 in the aggregate, during the three and six months ended June 30, 2026, resulting in an Extension Advance Notes balance of $600,000 as of June 30, 2026.
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
The underwriters were entitled to a cash underwriting discount of $0.05 per Unit, or 0.5% of the gross proceeds of the Initial Public Offering, or $1,150,000 in the aggregate, paid at the closing of the Initial Public Offering and the over-allotment option closing. In addition, the underwriters are entitled to a deferred fee of $0.30 per Unit, or 3.0% of the gross proceeds of the Initial Public Offering, or $6,900,000 in the aggregate, of which 25.0% will be adjusted net of redemptions (i.e., for purposes of calculating the deferred underwriting commission net of redemptions, 25.0% of the deferred underwriting commissions will determined by the dollar amount that is product of (i) 3.0% multiplied by the product of the number of unredeemed public shares, multiplied by $10.00 and (ii) 25.0%). In connection with the Redemption, the deferred underwriting fee was reduced, pursuant to the above calculation, by $708,000. As such, as of June 30, 2026 and December 31, 2025, the deferred underwriting fee payable was $6,192,000 and $6,900,000, respectively. The deferred fee becomes payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement. In addition, we agreed to issue the underwriters 200,000 ordinary shares (or up to 230,000 ordinary shares if the over-allotment option is exercised in full), denoted as representative shares.
DMAA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding DMAA (13F)
None of the 59 investors we track reported a position in their latest 13F.